Terms of Service

1. Introduction and Acceptance

Welcome to BaseLayer Labs LLC ("Service", "we", "us", or "our"). BaseLayer Labs LLC provides a cloud-connected memory layer for AI agents, enabling storage, retrieval, and intelligent distillation of contextual information for artificial intelligence applications.

By accessing or using the Service, you ("User", "you", or "our") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

2. Service Description

BaseLayer Labs LLC provides:

• Cloud-Connected Architecture: Your data is stored reliably on our Google Cloud infrastructure for seamless access
• Intelligent Memory Layer: Server-side processing to distill and organize your AI agent memory and context
• API Access: Programmatic interfaces for AI agents to store and retrieve data
• BYoKey Chat Integration: Capabilities to connect and chat with third-party LLMs using your own API keys

The Service is designed for developers, organizations, and individuals building AI systems that require persistent, accessible memory capabilities.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use the Service.

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring the accuracy of information you provide during registration

4. User Responsibilities

As a user of the Service, you agree to:

4.1 Lawful Use

Use the Service only for lawful purposes and in accordance with these Terms and all applicable laws and regulations.

4.2 Data Accuracy

Ensure that any data you store through the Service does not violate the rights of third parties or applicable laws.

4.3 API Key Management

When utilizing our BYoKey (Bring Your Own Key) architecture, you are responsible for maintaining the security of your third-party API keys and adhering to the terms of service of those third-party providers.

5. Acceptable Use Policy

You agree NOT to:

• Use the Service to store, transmit, or process any illegal content
• Attempt to gain unauthorized access to the Service, other accounts, or connected systems
• Interfere with or disrupt the Service's integrity or performance
• Reverse engineer, decompile, or disassemble any portion of the Service
• Use the Service to transmit viruses, malware, or other malicious code
• Violate the intellectual property rights of BaseLayer Labs LLC or third parties
• Resell, sublicense, or redistribute the Service without authorization
• Use the Service to harass, abuse, or harm others
• Scrape, spider, or crawl the Service using automated means without permission

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your access.

6. Intellectual Property Rights

6.1 Service Ownership

BaseLayer Labs LLC and all related intellectual property, including but not limited to software, APIs, documentation, logos, and trademarks, are owned by us or our licensors. These Terms do not grant you any ownership rights in the Service.

6.2 Your Data

You retain all ownership rights to the data you store through the Service ("Your Data"). You grant us a worldwide, non-exclusive license to host, store, process, and analyze Your Data to provide, maintain, and improve the Service.

6.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without any obligation to compensate you.

7. Privacy and Data Protection

7.1 Data Storage

Your data is stored securely in our cloud infrastructure. We implement robust access controls and encryption in transit and at rest to protect your information.

7.2 AI Processing

We utilize third-party AI models (including Google models) to process and distill your data for enhanced memory retrieval. You also have the option to connect other LLM providers via our BYoKey features.

7.3 Privacy Policy

Our collection, use, and processing of data, including telemetry through PostHog, is governed by our Privacy Policy, which is incorporated into these Terms by reference.

8. Disclaimers and Limitations of Liability

8.1 "As-Is" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

8.2 No Guarantee

We do not warrant that:

• The Service will meet your requirements or expectations
• The Service will be uninterrupted, timely, secure, or error-free
• Any errors or defects will be corrected
• The Service is free from viruses or harmful components

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BASELAYER LABS LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to access or use) the Service
• Any unauthorized access to or use of our servers and/or any personal information stored therein
• Any interruption or cessation of transmission to or from the Service
• Any bugs, viruses, or malware transmitted through the Service
• Any errors or omissions in content or for any loss or damage incurred as a result of your use of content posted, emailed, transmitted, or otherwise made available through the Service

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

9. Indemnification

You agree to indemnify, defend, and hold harmless BaseLayer Labs LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of third parties
• Your violation of applicable laws or regulations
• Your Data or any content you store through the Service

10. Term and Termination

10.1 Term

These Terms commence when you first access the Service and continue until terminated.

10.2 Termination by You

You may terminate your account at any time by contacting us or through your account settings.

10.3 Termination by Us

We reserve the right to suspend or terminate your access to the Service at any time, with or without cause, with or without notice, including but not limited to:

• Violation of these Terms
• Illegal or fraudulent activity
• Extended periods of inactivity
• Discontinuation of the Service

10.4 Effect of Termination

Upon termination:

• Your right to access and use the Service immediately ceases
• You remain responsible for any obligations accrued prior to termination
• We may delete Your Data after a reasonable grace period
• Sections that by their nature should survive termination will continue to apply

11. Changes to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Service or notification to you via email. For material changes, we will provide reasonable advance notice. Your continued use of the Service after changes to these Terms constitutes acceptance of the modified Terms.

12. General Provisions

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the applicable jurisdiction, without regard to its conflict of law provisions.

12.2 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and BaseLayer Labs LLC regarding the Service.

13. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us at:

• BaseLayer Labs LLC
• Email: legal@baselayer.id
• Website: https://baselayer.id