Terms

1. Who May Use the Services

You must be at least 18 years old (or the age of majority where you live) and able to form a binding contract to use the Services.

If you are using the Services on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” in these Terms refers to that entity.

2. The Services

Ultralayer provides data and context for financial research and analysis, including APIs, MCP tools, the web app, alerts, and related tools. The Services may evolve over time, and we may add, remove, or modify features.

We may offer beta or preview features. Beta features are provided “as is,” may be changed or discontinued at any time, and may be subject to additional limits.

3. Accounts, API Keys, and Security

• You are responsible for all activity under your account and for keeping credentials (including API keys) confidential. Usage charges incurred with a leaked or shared key remain your responsibility until you delete the key or notify us.
• Do not share API keys publicly or embed them in client-side code.
• You must promptly notify us at support@ultralayer.ai if you believe your credentials have been compromised.
• You are responsible for configuring your integrations safely (for example, verifying webhook signatures where available, scoping API keys appropriately, and rotating keys as needed).

4. Acceptable Use

You agree not to misuse the Services. You must not:

• Use the Services in violation of any law or regulation, including privacy, consumer protection, and sanctions laws.
• Interfere with or disrupt the Services, including attempting to bypass rate limits or access controls.
• Probe, scan, or test the vulnerability of the Services, or breach any security or authentication measures.
• Reverse engineer, decompile, or attempt to discover source code or underlying components of the Services except to the extent such restriction is prohibited by law.
• Use the Services to transmit malware, exploit code, or content that is unlawful, infringing, or harmful.
• Use the Services to collect or process sensitive personal data (such as financial account credentials, government IDs, or medical data) unless you have a lawful basis and appropriate safeguards.
• Represent that outputs from the Services are definitive or error-free. You are responsible for validation and review.
• Make outputs of the Services available to your end users, customers, or the public without our prior written approval (see Section 12).

We may suspend or restrict your access if we believe your use poses a security risk, violates these Terms, or could harm the Services or others.

5. Your Content and Data

“Customer Content” means data, prompts, inputs, configurations, and other materials you submit to the Services (including through the API). Outputs you receive are licensed to you for use under these Terms. Ultralayer retains all rights in the Services, models, and corpus.

As between you and Ultralayer, you retain your rights in the inputs you submit. You grant Ultralayer a limited, worldwide, non-exclusive license to host, process, transmit, log, and display Customer Content solely to operate, secure, bill, and debug the Services and to comply with law. We do not use Customer Content to train models.

You represent and warrant that you have all rights necessary to provide Customer Content and that your Customer Content (and your use of it with the Services) complies with applicable law and these Terms.

6. Feedback

If you provide feedback or suggestions, you grant Ultralayer the right to use them without restriction or compensation.

7. Fees, Credits, and Taxes

Some parts of the Services may be offered for free, and some may require payment (including usage-based pricing such as credits). Pricing and plan details may be described in the developer console, on our website, or in documentation.

• You authorize us (and our payment processors) to charge applicable fees and taxes. Posted prices in the developer console control.
• Credits do not expire during ordinary use of the Services.
• Fees are non-refundable except where required by law or expressly stated otherwise. If we terminate your access other than for your breach of these Terms, unused credits remain usable for a reasonable period or are refunded. If we terminate for your breach, unused credits are forfeited.
• You are responsible for all taxes associated with your use of the Services, except taxes based on Ultralayer’s net income.

8. Service Availability and Support

We aim to keep the Services available, but we do not guarantee uninterrupted operation. Planned maintenance, outages, and third-party dependencies may affect availability. Service status may be posted at https://ultralayer.instatus.com.

9. Intellectual Property

The Services, including software, APIs, documentation, and branding, are owned by Ultralayer and its licensors and are protected by intellectual property laws. These Terms do not grant you any rights in our trademarks or branding.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your own research and analysis, including in your own AI tools. Showing outputs to your end users, customers, or the public requires our prior written approval under Section 12.

10. Third-Party Services

The Services may integrate with or link to third-party services (including cloud providers, payment processors, and data sources). Third-party services are governed by their own terms, and Ultralayer is not responsible for them.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ULTRALAYER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Ultralayer is not a broker-dealer, investment adviser, or financial institution, and the Services do not provide investment advice. The Services provide data and context. Any decision you make using the Services — including a decision made by an AI you use — is yours alone. A fuller statement is on our Disclaimer page, which forms part of these Terms.

12. End-User Presentation

You may use the Services for your own research and analysis, including through your own AI tools. You may not make outputs of the Services available to your end users, customers, or the public (including through an application, agent, chatbot, dashboard, alert, or other product) unless we first give written approval. Request approval at support@ultralayer.ai. Approval may be conditioned or withdrawn.

If we approve, you must still: (a) display a clear notice that the information is not investment advice; (b) not present Ultralayer outputs as personalized recommendations, solicitations, or advice; and (c) remain solely responsible for your product’s compliance with applicable law. You will indemnify Ultralayer against claims arising from how you present or use the Services with others, in addition to Section 14.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ULTRALAYER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ULTRALAYER’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO ULTRALAYER FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE U.S. DOLLAR (US$1). THIS LIMIT DOES NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, OR TO ULTRALAYER’S FRAUD.

14. Indemnification

You will indemnify and hold harmless Ultralayer and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising from or related to: (a) your use of the Services, (b) your Customer Content, (c) your violation of these Terms or applicable law, or (d) how you present or use the Services with your end users.

15. Suspension and Termination

You may stop using the Services at any time. We may suspend or terminate your access to the Services immediately if we reasonably believe you have violated these Terms, your use creates risk or harm, or we are required to do so by law.

Upon termination, your right to use the Services will stop. Unused credits are handled as described in Section 7. Sections that by their nature should survive termination will survive (including intellectual property, disclaimers, end-user presentation, limitation of liability, and indemnification).

16. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will take reasonable steps to notify you (for example, by posting an updated version on this page or through the developer console). Your continued use of the Services after changes become effective means you accept the updated Terms.

17. Governing Law

These Terms are governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-laws rules. You agree that the courts of Hong Kong have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, except where mandatory consumer protection laws of your country of residence require otherwise.

18. Contact

Questions about these Terms? Contact us at support@ultralayer.ai.

You can also review our Privacy Policy at ultralayer.ai/privacy and our Disclaimer at ultralayer.ai/disclaimer.