Terms of Service

1. Agreement to These Terms

The website available at www.prolayer.io, including any of its subdomains or sections ("Website"), is operated by Virede LLC ("ProLayer", "Virede LLC", or "us"), a limited liability company incorporated in Delaware, USA, with registered office at 8 The Green, Dover, DE 19901, USA.

By accessing or using the ProLayer platform, API, dashboard, documentation, or any related services (collectively, the "Services") provided by Virede LLC ("Company," "we," "us," or "our"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms").

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

These Terms include a binding arbitration clause and class action waiver in Section 11, which affects your rights regarding dispute resolution. Please read them carefully.

We reserve the right to monitor, investigate, and take action against any use of our Services that we determine, in our sole discretion, violates these Terms or is otherwise harmful to the platform or its users.

2. Services Offered

ProLayer provides an internal team notification and monitoring platform that enables organizations to send operational alerts, incident notifications, deployment updates, and system health alerts to approved team members via WhatsApp, Telegram, Email, Push, Slack, and In-App channels (the "Services").

The Services are designed exclusively for internal team communication and operational monitoring. All notification recipients must be verified team members within your organization who have explicitly opted in to receive alerts through the Platform.

The Services include, but are not limited to: • A REST API and SDKs for programmatic alert delivery to approved team members • A web-based dashboard for monitoring, analytics, configuration, and account management • Webhook integrations for alert delivery and acknowledgment status updates • Alert template management for standardized incident, deployment, and health check notifications • On-call rotation, escalation policies, and incident management tools • Credit-based usage metering • Team member approval and contact management

The Services are NOT intended for: • Sending notifications to end customers or consumers • Mass marketing or promotional messaging • Customer-facing transactional notifications (e.g., order confirmations, shipping updates) • Any communication with recipients who are not approved team members within your organization

We may modify, update, or discontinue features of the Services at any time. We will provide reasonable notice for material changes that affect your integration.

You are responsible for ensuring you have adequate internet connectivity and compatible systems to access the Services.

3. Registration and Account Requirements

To use the Services, you must create an account and provide accurate, complete registration information. You must be at least 18 years old to create an account.

You are responsible for: • Maintaining the confidentiality of your API keys and account credentials • All activities that occur under your account or API keys • Notifying us immediately of any unauthorized use of your account • Ensuring all alert recipients are approved team members within your organization • Obtaining explicit opt-in consent from each team member before adding them as an alert recipient

You may not: • Create multiple accounts for the same entity without our consent • Share API keys with unauthorized third parties • Use another user's account without permission • Add alert recipients who have not explicitly opted in to receive notifications

We reserve the right to suspend or terminate accounts that violate these requirements or that remain inactive for an extended period.

4. User Conduct and Prohibited Activities

You agree to use the Services only for lawful internal team communication and monitoring purposes, and in compliance with all applicable laws and regulations, including but not limited to GDPR and applicable data protection laws.

You may NOT use the Services to: • Send notifications to any person who is not an approved team member within your organization • Send notifications to any recipient who has not explicitly opted in to receive alerts • Send customer-facing, consumer-facing, or marketing notifications of any kind • Use the platform for mass messaging, bulk marketing, or promotional communications • Send unsolicited messages (spam) to any recipient • Engage in phishing, scams, fraud, or illegal messaging • Transmit malware, viruses, or harmful code • Send content that is illegal, threatening, harassing, defamatory, or obscene • Attempt to circumvent rate limits, abuse detection, contact approval requirements, or security measures • Resell or redistribute the Services without authorization • Use the Services for any purpose that violates applicable sanctions or export control laws • Impersonate any person or entity • Scrape, crawl, or reverse-engineer the Services or API • Add contacts or recipients who are not verified members of your organization

All notification recipients must be verified team members who have explicitly opted in to receive alerts through the Platform. Any attempt to use the Services for customer-facing notifications, mass messaging, or communications with non-approved contacts is strictly prohibited and will result in immediate account termination.

Violation of these prohibitions may result in immediate suspension or termination of your account, forfeiture of remaining credits, and potential legal action.

5. Subscriptions, Payments, and Renewal

ProLayer operates on a subscription-plus-credits model:

**Subscriptions:** • Monthly and annual subscription plans provide platform access and a base allocation of credits • Subscriptions automatically renew at the end of each billing period unless cancelled • Prices are listed in USD and exclude applicable taxes • We reserve the right to change pricing with 30 days' advance notice

**Credits:** • Credits represent consumable units: 1 credit = 1 alert sent to an approved team member • Credits included with subscriptions reset each billing cycle (unused credits do not roll over) • Purchased credit packs are valid for 12 months from the date of purchase • Credits are non-transferable between accounts

**Payment Processing:** • Payments are processed through third-party payment processors (e.g., Stripe, Airwallex) • By providing payment information, you authorize us to charge the applicable fees • You are responsible for all applicable taxes based on your jurisdiction

**Failed Payments:** • If a payment fails, we will attempt to process it again. After repeated failures, your account may be downgraded or suspended.

6. Cancellation and Refunds

**Cancellation:** • You may cancel your subscription at any time through your account dashboard • Upon cancellation, your subscription remains active until the end of the current billing period • After the billing period ends, your account will be downgraded to a limited free tier

**Refunds:** • Subscription fees are non-refundable except where required by applicable law • Unused credits from purchased credit packs are non-refundable • If you experience a service outage exceeding our SLA, you may be eligible for service credits as described in your plan's SLA terms • Upgrades are effective immediately with prorated billing; downgrades take effect at the next billing cycle

**Chargebacks:** • Before initiating a chargeback or payment dispute, you must contact our support team and allow at least 48 hours for resolution • Chargebacks initiated without contacting support may result in account suspension • Nothing in this section limits your statutory consumer rights

7. Contact Approval and Recipient Requirements

All notification recipients on the ProLayer platform must comply with the following requirements:

**Approved Team Members Only:** • Every alert recipient must be a verified member of your organization or team • Recipients must be individually approved through the ProLayer dashboard or API before they can receive any notifications • You may not add recipients who are not part of your organization

**Explicit Opt-In Required:** • Each team member must explicitly opt in to receive alerts through the Platform before any notifications can be sent to them • Opt-in consent must be freely given, specific, and informed • You must maintain records of each team member's opt-in consent

**Contact Management:** • You are responsible for keeping your approved contact list current and accurate • Team members who leave your organization must be promptly removed from your approved contact list • Team members may opt out of receiving alerts at any time, and their preference must be respected immediately

**Prohibited Recipients:** • End customers, consumers, or any person outside your organization may not be added as alert recipients • Contacts who have not explicitly opted in may not receive notifications • Any attempt to circumvent contact approval requirements will result in immediate account termination

8. Intellectual Property and Content Ownership

**Our Property:** • The Services, including all software, APIs, documentation, designs, and trademarks, are owned by Virede LLC and protected by intellectual property laws • Your subscription grants you a limited, non-exclusive, non-transferable license to use the Services

**Your Content:** • You retain ownership of all content and data you transmit through the Services • You grant us a limited license to process, transmit, and store your content solely for the purpose of providing the Services • You represent that you have all necessary rights to the content you send through our platform

9. Limitation of Liability and Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

We do not guarantee: • Uninterrupted or error-free service • Delivery of every alert (delivery depends on third-party platforms and networks) • Specific delivery times or latency • The accuracy of analytics or reporting data

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIREDE LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

Our total liability for any claims arising from these Terms or the Services shall not exceed the amount you paid us in the 12 months preceding the claim.

10. Termination

We may suspend or terminate your account and access to the Services at any time if: • You violate these Terms or our Acceptable Use Policy • You use the Services to send notifications to non-approved contacts or for customer-facing communications • Your use of the Services poses a risk to the platform or other users • Required by law or regulatory action • Your account remains inactive for an extended period

Upon termination for cause: • No refunds will be issued for prepaid fees or unused credits • Your API keys will be immediately revoked • We may delete your account data after a reasonable retention period

You may terminate your account at any time by cancelling your subscription and contacting support.

11. Arbitration and Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

• Arbitration shall take place in Delaware, United States • The arbitrator's decision shall be final and binding • YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION

For claims under $10,000, arbitration may be conducted remotely. Each party shall bear its own costs unless the arbitrator determines otherwise.

Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction.

12. Modifications to Terms

We may update these Terms from time to time. We will notify you of material changes by: • Posting the updated Terms on our website with a revised "Last Updated" date • Sending an email notification to the address associated with your account

Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services and cancel your subscription.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

14. Contact Us

If you have questions about these Terms, please contact us:

Virede LLC Virede LLC, 8 The Green, Dover, DE 19901, USA Email: support@prolayer.io

We aim to respond to all inquiries within 48 hours.