Legal

Terms of Service

Effective date: 2026-05-07 · Last updated: 2026-04-27
In this document
1. Eligibility2. The Service3. Your account4. Subscriptions, billing, trials5. Acceptable use6. Your data + content7. AXIS-generated content + AI disclaimer8. Third-party integrations9. Service levels10. Suspension + termination11. Liability11A. No professional advice11B. Class-action waiver11C. Time-bar12. Indemnity13. Confidentiality14. Governing law + dispute resolution15. Force majeure16. Changes17. Severability18. Entire agreement19. Assignment20. Waiver21. Notices22. Language23. Independent contractors24. Contact

These Terms govern your use of the AXIS Business Operating System

("AXIS", "the Service") provided by Layer Zero Studios ("Layer Zero",

"we", "us").

By creating an account, starting a trial, or paying a subscription, you

agree to these Terms and to the Acceptable Use Policy

and Privacy Policy, which form part of this agreement.

Lawyer review required before publication.

1. Eligibility

You must be at least 18 years old (or the age of majority in your

jurisdiction) and authorised to bind the entity you represent.

2. The Service

AXIS is a software-as-a-service platform that helps a business operator

run their business — by monitoring intelligence signals, drafting and

sending campaigns, scoring contacts, generating decisions, tracking

finances, and automating recurring operational tasks. The exact features

available to your account depend on your subscription tier (see § 4).

We may add, remove, or modify features at any time. Material reductions

will be communicated by email at least 14 days in advance.

3. Your account

You are responsible for:

Two-factor authentication is required on the operator account. We may

suspend access if 2FA is disabled.

4. Subscriptions, billing, trials

4.1. Tiers

AXIS is sold on tiered monthly subscriptions through Polar.sh. Current

tiers and limits are listed at https://layerzerostudios.com/pricing.

4.2. Trials

New accounts receive a 7-day trial. At trial expiry the account is

either upgraded to the chosen paid tier or paused (no auto-charge). Trial-

specific terms are in the Trial Terms.

4.3. Renewals + cancellation

Subscriptions renew automatically. You may cancel at any time from the

billing portal; the subscription remains active until the end of the

billing period already paid.

4.4. Refunds

Pro-rata refunds are at our discretion except where required by consumer

protection law (e.g. South Africa's Consumer Protection Act §44, EU

14-day cooling-off where applicable).

4.5. Failed payments

If a payment fails, the account is given a 7-day grace period during which

AXIS continues to operate. After 7 days the account is downgraded to a

read-only state until billing is repaired.

5. Acceptable use

You may not, and may not permit anyone else to:

templates or model integrations.

unless you are licensed and indemnify us.

We may suspend or terminate any account violating this section,

immediately and without refund.

6. Your data + content

You retain all rights to data, content, and configuration you provide to

AXIS. You grant us a worldwide, non-exclusive, royalty-free licence to

process that data solely for the purpose of providing the Service to

you, as described in our Privacy Policy.

We do not use your data to train AI models.

7. AXIS-generated content + AI disclaimer

7.1. AXIS is an assistive tool

AXIS generates draft content (campaigns, decisions, board reports,

financial entries, contracts, employment paperwork, etc.) using

third-party large language models. **AXIS is a tool that assists the

human operator; it does not replace professional judgement, legal

advice, accounting advice, medical advice, or any other regulated

professional service.**

7.2. Operator is the decision-maker

By default, AXIS operates in approve-only mode — every external-

facing action is presented to you as a draft for review, edit, or

rejection. You are the decision-maker. You may, at your election

and risk, opt individual classes of action into review-window or

auto-send modes; doing so does not transfer responsibility for the

content to Layer Zero.

7.3. No warranty on AI output

Without limiting §11 (Liability), we make **no warranty, representation,

or guarantee** about:

output;

or any action you take based on AXIS output.

You acknowledge that large language models can produce factually

incorrect, biased, or otherwise inappropriate output ("hallucinations"

and similar failure modes are a known characteristic of the technology),

and that this Service depends on third-party model providers whose

behaviour and availability we do not control.

7.4. Garbage in, garbage out

AXIS's output reflects the data you provide. If the data is incomplete,

out-of-date, or wrong, the output will be too. **AXIS is explicitly

not a substitute for accurate bookkeeping, complete customer records,

or signed legal advice.** You are responsible for the quality of the

data you feed into AXIS and for verifying every output before

material action is taken on it.

7.5. Reliance is at your risk

Any reliance you place on AXIS-generated content is **strictly at your

own risk**. You will not hold Layer Zero, its directors, employees,

contractors, or sub-processors liable for any loss, damage, or claim

arising from your use of, reliance on, or sending of AI-generated

content, regardless of whether AXIS proposed it, drafted it, or

auto-sent it under a permission you granted.

8. Third-party integrations

When you connect a third-party service (Slack, Google, Xero, BTCPay, etc.)

to AXIS, you authorise AXIS to interact with that service on your behalf

within the scopes shown during the OAuth consent flow. You remain

responsible for compliance with each provider's own terms.

9. Service levels

We target 99.5% monthly uptime measured from the public health

endpoint at https://admin.layerzerostudios.com/api/health/live, computed

on a calendar-month basis.

The following are excluded from the uptime calculation:

(Supabase, Hostinger, Brevo, Polar, Anthropic, Google, etc.).

exhausted rate-limit quota, disabled feature flags on your account).

If we miss the target in a calendar month and the cause is not in the

excluded list, you may claim a service credit equal to 5% of that month's

subscription fee, capped at one month's fees per quarter. Credits are the

sole and exclusive remedy for missed uptime, must be claimed within 30

days of the affected month, and are applied to your next invoice.

10. Suspension + termination

We may suspend or terminate your account if:

export option).

You may terminate at any time by deleting your account from the

dashboard. We will retain only what we are legally required to (see

Privacy Policy § 7).

11. Liability

11.1. AS-IS, no warranties

To the maximum extent permitted by law, AXIS is provided "AS IS"

and "AS AVAILABLE", without warranty of any kind, whether express,

implied, statutory, or otherwise — including, without limitation,

implied warranties of merchantability, fitness for a particular

purpose, title, non-infringement, accuracy, uninterrupted operation,

or freedom from defects, viruses, or errors.

11.2. Hard cap on liability

To the maximum extent permitted by law, our aggregate liability to

you and to anyone claiming through or on behalf of you, under these

Terms or otherwise relating to the Service (including in contract,

delict / tort, statute, or any other theory of liability), is **capped

at the lesser of (a) the total subscription fees you actually paid us

in the three (3) months immediately preceding the event giving rise

to the claim, or (b) USD $500**. This cap applies in aggregate across

all claims and is not multiplied by the number of incidents or

claimants.

11.3. Excluded damages

To the maximum extent permitted by law, we are not liable for any:

damages;

or lost goodwill;

maintaining your own backups of any data you rely on);

the §9 service-credit remedy;

(Polar, Anthropic, Brevo, Supabase, Hostinger, Google, Slack,

Stripe, etc.);

This exclusion applies even if we have been advised of the possibility

of such damages, and even if a remedy provided in these Terms fails of

its essential purpose.

11.4. Survival

This §11 survives termination of these Terms.

11.5. Carve-outs

Nothing in this §11 limits liability that cannot lawfully be limited

under applicable law — for example, our own fraud, our own gross

negligence, our own wilful misconduct, or death or personal injury

caused by our negligence.

11A. No professional advice

AXIS is **not a law firm, accounting firm, financial advisor, tax

preparer, medical practice, immigration practice, or licensed

investment advisor**, and nothing AXIS produces constitutes legal,

accounting, financial, tax, medical, or investment advice. Output that

references regulatory regimes, contract terms, accounting standards,

tax obligations, or compliance requirements is for **informational

purposes only** and must not be relied upon without independent

review by a qualified professional of your choice. **You are

responsible for engaging qualified professionals** for any matter

where AXIS output materially affects a regulated activity or a

material commercial decision.

11B. Class-action waiver

To the maximum extent permitted by law:

resolved only on an individual basis.

purported class, consolidated, or representative action.

otherwise preside over any form of class or representative

proceeding.

in respect of a particular claim, that claim (and only that claim)

will be severed from arbitration and adjudicated in court; the

remainder of §14 (arbitration) continues to apply to all other claims.

11C. Time-bar

To the maximum extent permitted by law, any claim arising out of or

relating to the Service or these Terms must be filed **within twelve

(12) months** after the cause of action arose, or it is permanently

barred. This shorter limitation period does not apply where the

applicable mandatory law specifies a longer period that cannot be

contractually shortened.

12. Indemnity

You will indemnify, defend, and hold harmless Layer Zero, its

directors, officers, employees, contractors, and sub-processors

("Indemnified Parties") from and against any and all third-party

claims, liabilities, damages, losses, costs, and expenses (including

reasonable legal fees) arising out of or related to:

execute via AXIS (whether AXIS-drafted or otherwise);

or any third-party provider's terms of service;

third party of yours arising from your operation of your business

using AXIS as a tool.

We will give you prompt notice of any claim, allow you to control

the defence (with counsel reasonably acceptable to us), and cooperate

at your reasonable expense. You may not settle a claim that admits

fault on our behalf or imposes an obligation on us without our

written consent.

13. Confidentiality

Each party will protect the other's confidential information with the same

care it uses for its own (and at least reasonable care). This survives

termination for 3 years.

14. Governing law + dispute resolution

These Terms are governed by the laws of the Republic of South Africa,

without giving effect to its conflict-of-laws rules. Any dispute will

first be referred to good-faith negotiation. If unresolved within 30

days, the dispute will be referred to arbitration in Johannesburg

under the rules of the Arbitration Foundation of Southern Africa (AFSA),

before a single arbitrator who is a SA-qualified attorney with at least

10 years of commercial experience. The seat of arbitration is

Johannesburg, the language is English, and the award is final and

binding.

Either party may apply to a court of competent jurisdiction for urgent

interdictory or interim relief without prejudice to the arbitration.

For consumers covered by mandatory consumer-protection laws of their

home jurisdiction, those mandatory protections apply notwithstanding

this clause.

15. Force majeure

Neither party is liable for failure to perform due to events beyond its

reasonable control, including:

exceeding 8 hours

The affected party will give prompt notice and use reasonable efforts to

mitigate. If the event continues for more than 30 days, either party

may terminate without penalty.

16. Changes

We will notify you by email at least 14 days before any material change

to these Terms. Continued use after the effective date constitutes

acceptance. Non-material changes (typos, clarifications, sub-processor

list updates) take effect immediately and are reflected in the

"Last updated" date at the top.

17. Severability

If any provision of these Terms is held invalid or unenforceable by a

court of competent jurisdiction, that provision will be enforced to the

maximum extent permissible, and the remaining provisions continue in

full force.

18. Entire agreement

These Terms, together with the Privacy Policy and any Order Form, Data

Processing Agreement, or other written agreement signed by both parties,

constitute the entire agreement between you and Layer Zero relating to

the Service. They supersede all prior or contemporaneous written or oral

agreements.

19. Assignment

You may not assign or transfer these Terms or any rights under them

without our prior written consent (not unreasonably withheld). We may

assign these Terms to a successor entity in connection with a merger,

acquisition, or sale of all or substantially all of our assets, on

notice to you.

20. Waiver

Our failure to enforce any right or provision is not a waiver of that

right. A waiver is only effective if given in writing and signed by an

authorised representative of Layer Zero.

21. Notices

We will give you notice by email to the address on your account.

You give us notice in writing to legal@layerzerostudios.com.

Notice is deemed received on the next business day after sending.

22. Language

These Terms are written in English. Any translation is provided for

convenience only; the English version controls in case of conflict.

23. Independent contractors

Nothing in these Terms creates a partnership, joint venture, agency, or

employment relationship between you and Layer Zero. Each party is an

independent contractor.

24. Contact

© Layer Zero Studios
legal@layerzerostudios.com layerzerostudios.com