This End User License Agreement ("Agreement" or "EULA") is a legally binding agreement between UnitedLayer LLC. ("Company", "we", "us", or "our") and the customer, organization, or individual ("Customer", "User", "you", or "your") governing access to and use of:

• United Private Cloud®
• Associated services: UnitedLayer®, UnitedSecure™, UnitedEdge®, UnitedConnect®
• Supporting infrastructure, software, APIs, and documentation (collectively, the "Services")

By accessing or using the Services, you agree to be bound by this Agreement.

Subject to compliance with this Agreement, UnitedLayer grants you a license that is:

• Non-exclusive — The license is granted to you without exclusivity, meaning UnitedLayer retains the right to provide the same or similar services to other customers.
• Non-transferable — The license cannot be assigned, transferred, or otherwise conveyed to any third party without prior written consent from UnitedLayer.
• Non-sublicensable — You are not permitted to grant, distribute, or extend access rights to the Services to any third party beyond your authorized users.
• Limited license — The license is restricted solely to the scope, duration, and purposes defined in this Agreement, and does not grant any ownership or broader rights to the Services.

All rights, title, and interest in and to the Services remain exclusively with UnitedLayer, including:

No rights are granted except as explicitly stated in this Agreement.

You agree to:

• Maintain the confidentiality of access credentials
• Ensure compliance with all applicable laws and regulations
• Use the Services only for lawful and authorized purposes
• Be responsible for all activities conducted under your account

• The Customer retains ownership of all Customer Data
• UnitedLayer acts as a data processor and custodian
• Security is enforced via UnitedSecure™ frameworks, including:
  • Encryption (at rest and in transit) – Customer Data is protected using industry-standard encryption mechanisms to secure data both while stored within infrastructure and during transmission across networks.
  • Identity and access management – Access to systems and data is controlled through robust authentication, authorization, and role-based access controls to ensure only authorized users can access resources.
  • Continuous monitoring – Systems are continuously monitored for performance, threats, and anomalies to detect, prevent, and respond to potential security incidents in real time.

UnitedLayer will not access Customer Data except:

• To provide services – Access is limited to what is necessary for operating, maintaining, and supporting the Services, including troubleshooting and performance optimization.
• To comply with legal obligations – Access may occur where required to comply with applicable laws, regulations, or valid legal processes such as court orders or government requests.

Both parties agree to maintain the confidentiality of non-public information. Confidential Information includes:

• Technical architecture - The design, structure, and configuration of systems, infrastructure, networks, and platforms, including deployment models, integrations, and underlying technologies.
• Pricing models - All commercial terms, billing methodologies, discounts, and financial arrangements related to the Services.
• Business strategies – Confidential plans, market approaches, operational methods, and growth initiatives that define how a party conducts and develops its business.
• Security frameworks – Policies, procedures, controls, and technologies implemented to protect systems, data, and infrastructure from unauthorized access, threats, and vulnerabilities.

These obligations survive termination of this Agreement.

UnitedLayer will use commercially reasonable efforts to:

• Services are billed per agreed contract terms
• Non-payment may result in suspension or termination
• Fees are non-refundable unless explicitly stated

You shall not:

• Use the Services for illegal activities
• Store or transmit malicious code
• Attempt unauthorized access to systems or networks
• Violate data protection or privacy laws

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. UnitedLayer disclaims all warranties, including:

UnitedLayer disclaims all warranties, including:

UnitedLayer does not warrant that the Services will meet general commercial standards, operate without defects, or be suitable for ordinary business use (merchantability), nor does it guarantee that the Services will meet your specific requirements, use cases, or intended outcomes (fitness for a particular purpose). Additionally, UnitedLayer does not warrant that the Services or their use will be free from infringement of any third-party intellectual property or other rights (non-infringement).

• UnitedLayer shall not be liable for indirect or consequential damages
• Loss of profits, data, or business
• Total liability shall not exceed fees paid in the preceding 12 months

You agree to indemnify, defend UnitedLayer, its affiliates, officers, employees, and agents from and against:

• Claims arising from misuse of Services: Any claims, damages, or liabilities resulting from your improper, unauthorized, or unlawful use of the Services.
• Violation of laws or third-party rights: Any claims arising from your breach of applicable laws, regulations, or infringement of intellectual property, privacy, or other rights of a third party.
• Breach of this Agreement: Any losses, damages, or expenses incurred due to your failure to comply with the terms and conditions of this Agreement.

This Agreement may be terminated by either party with written notice in accordance with the notice period specified in the applicable service contract, or immediately by UnitedLayer in the event of a material breach of this Agreement, without prior notice. Upon termination, all rights granted under this Agreement will cease, and your access to the Services will be revoked.

Customer Data will thereafter be retained, returned, or deleted in accordance with the agreed data retention, backup, and deletion policies.

UnitedLayer reserves the right to update or modify this EULA at any time, and any such updates will be posted through its official channels, including its website or other designated communication platforms. Your continued access to or use of the Services following the publication of such updates constitutes your acceptance of the revised terms.

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.