Master Service Agreement

Part I. Service Structure, Definitions & Asset Disclaimer

This Master Service Agreement ("Agreement") is a legal contract between Ultimalayer LLC, a Wyoming limited liability company ("Ultimalayer", "we", or "us"), and the entity or individual accepting these terms ("Customer" or "you").

1. Definitions

The "Service" is defined strictly as a limited, non-exclusive, non-transferable, revocable license to access Ultimalayer's virtualization software and network routing optimization platform. It does not constitute a lease of hardware.

2. Acceptance & E-SIGN Compliance

By clicking "I Agree," creating an account, or using the Services, Customer expressly agrees to be bound by this Agreement. Pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), Customer acknowledges that their electronic assent constitutes a binding legal signature.

3. Warranty of Commercial Use (Non-Consumer)

Customer represents and warrants that they are a business entity, sole proprietor, or other professional organization accessing the Services solely for commercial or business purposes. Customer agrees that any misrepresentation of their B2B status constitutes a material breach of this Agreement.

4. Indemnity for False Representation

If Customer falsifies their status as a business entity to evade commercial terms, Customer agrees to indemnify Ultimalayer for all legal costs incurred in defending against consumer protection claims and allows for immediate termination of the Agreement.

5. Title I Information Service Status

Ultimalayer declares that its Services are classified as "Information Services" under Title I of the Communications Act (47 U.S.C. § 153) and are not "Telecommunications Services" or Common Carrier services subject to FCC Title II regulation.

6. Asset Ownership Disclaimer

Ultimalayer acts as a virtualization aggregator. Ultimalayer does not hold legal title to the physical infrastructure, data centers, or servers. All physical assets remain the property of third-party upstream providers.

Part II. Financial Terms, Auto-Renewal & Tax Shield

7. Fees & Net of Taxes

All fees are exclusive of taxes. Prices displayed do not include VAT, GST, Sales Tax, or other government levies.

8. Global Tax Liability Shift

Customer is solely responsible for determining, reporting, and remitting all applicable taxes worldwide. Ultimalayer is NOT a "Marketplace Facilitator" and assumes no liability for Customer's tax obligations.

9. Automatic Renewal & Authorization (ROSCA Compliance)

Customer expressly authorizes Ultimalayer to automatically charge the payment method on file for renewal fees at the start of each billing cycle. Subscription continues until cancelled. Customer may cancel at any time via the Client Portal or by submitting a support ticket; cancellation becomes effective at the end of the current billing cycle.

10. No-Refund Policy

Due to the consumable nature of bandwidth and compute resources, ALL SALES ARE FINAL. Services are deemed "consumed" immediately upon provisioning of credentials.

11. SLA as Sole Remedy

In the event of service interruption, Customer's sole and exclusive remedy is the receipt of Service Credits as defined in the SLA. Monetary refunds are explicitly excluded.

12. Dispute Handling

Unauthorized chargebacks will result in immediate service termination and assessment of a reasonable administrative fee to cover dispute resolution costs.

Part III. Operational Rights & Law Enforcement

13. Right to Suspend

Ultimalayer reserves the right to suspend Services immediately, without notice, for legal requests, security risks, abuse patterns, or non-payment.

14. Right to Modify Services

We may update, deprecate, or modify features or routing nodes at any time without liability.

15. Compliance with Law Enforcement (SCA)

Pursuant to the Stored Communications Act (18 U.S.C. § 2701 et seq.), Ultimalayer reserves the right to disclose Customer information if compelled by a valid subpoena, court order, or search warrant.

16. API & Automation Limits

Unauthorized scraping or abusive automated API calls are prohibited. We reserve the right to enforce strict rate limiting.

17. Beta Services

Services marked as "Beta" or "Preview" are provided "AS IS" without warranty and are excluded from all SLAs.

18. Pass-Through Terms

Customer agrees to be bound by the acceptable use policies and terms of our upstream infrastructure providers, which may be incorporated by reference.

19. Subcontracting

Ultimalayer may subcontract any portion of the Services to third parties without Customer consent.

Part IV. Compliance & Restrictions

20. Acceptable Use Policy (AUP)

Customer shall not use Services for SPAM, DDoS, or infringement. Customer is strictly prohibited from using the Services to bypass age verification mechanisms or access restricted content in violation of applicable laws.

21. Prohibited High-Risk Activities

Services are not designed for use in nuclear facilities, life support systems, or military weaponry.

22. Representation of Lawful Purpose

Customer represents that their use of the Services is for lawful purposes only and they have obtained all necessary consents.

23. International Compliance

Customer is solely responsible for ensuring use of the Services complies with the laws of their physical location.

24. Export Control & OFAC

Customer warrants they are not located in a sanctioned country or listed on any U.S. Government denied persons list.

25. Anti-Corruption & FCPA

Customer prohibits the use of Services for bribery or violation of the Foreign Corrupt Practices Act.

26. AML Compliance Representation

Customer represents that funds used for payment are not derived from illegal activities and their use complies with applicable Anti-Money Laundering laws.

27. Tax Compliance Representation

Customer warrants full compliance with all tax reporting obligations in their jurisdiction.

Part V. Data, Privacy & Cross-Border Transfer

28. CDA Section 230 Immunity

To the fullest extent permitted by law and pursuant to 47 U.S.C. § 230(c), Ultimalayer is an interactive computer service provider and is NOT the publisher or speaker of any information provided by Customers.

29. No Duty to Retain Logs

Ultimalayer has no duty to retain logs of Customer traffic. We cannot provide data that does not exist.

30. Not a Data Controller & GPC Compliance

Ultimalayer acts solely as a passive conduit. We are NOT a "Data Controller" under GDPR or CCPA. We process Global Privacy Control (GPC) signals in accordance with applicable law, without admitting Consumer status.

31. Global Infrastructure & Data Transfer

Customer acknowledges data may be transferred globally and accepts responsibility for compliance with data localization laws.

32. Service Data & Telemetry

Ultimalayer may collect and use anonymized metadata and telemetry for service optimization.

33. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information exchanged under this Agreement.

34. Security Incident Non-Liability

Ultimalayer is not liable for data breaches unless caused by our gross negligence or willful misconduct.

Part VI. Legal Defenses

35. DMCA Safe Harbor

We comply with the DMCA safe harbor provisions. Infringement notices should be sent to our designated agent.

36. Marketing Non-Reliance

Customer acknowledges they have not relied on any marketing materials, advertising, or FAQ representations in entering this Agreement.

37. No Anonymity Guarantee

Ultimalayer does NOT guarantee absolute anonymity or the ability to circumvent legal enforcement. Services are not designed for evading legal obligations.

38. Injunctive Relief (Provider Only)

Ultimalayer retains the right to seek injunctive relief (TRO) to stop abuse or intellectual property violation.

39. No Reliance

This Agreement supersedes all prior oral or written representations.

Part VII. Liability & Warranties

40. Express Exclusion of UCC Article 2

THIS TRANSACTION IS A LICENSE OF SERVICES, NOT A SALE OF GOODS. THE PARTIES EXPRESSLY EXCLUDE THE APPLICATION OF THE UNIFORM COMMERCIAL CODE (UCC) ARTICLE 2.

41. Warranty Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

42. Limitation of Liability

ULTIMALAYER'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM. INDIRECT DAMAGES ARE EXCLUDED.

43. Conditional Waiver of Equitable Remedies

Customer waives the right to seek injunctive relief against Ultimalayer unless Customer can demonstrate Irreparable Harm that cannot be compensated by damages.

44. Indemnification

Customer agrees to indemnify, defend, and hold harmless Ultimalayer from all claims, losses, and legal fees arising from Customer's use of the Services.

45. Force Majeure

Ultimalayer is not liable for failure to perform due to causes beyond control, including regulatory changes, sanctions, upstream failure, or cable severance.

Part VIII. Dispute Resolution (FAA-Compliant)

46. FAA Preemption

This dispute resolution section is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.).

47. Mandatory Binding Arbitration

Any dispute arising out of this Agreement shall be resolved by binding individual arbitration administered by the AAA.

48. Delegation Clause

The Arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, including the allocation of arbitration fees.

49. Small Claims Court Exception

Notwithstanding the arbitration clause, either party may bring an individual action in small claims court if permitted by that court's rules.

50. Arbitration Fees & Fairness

Arbitration fees shall be governed by AAA rules. Ultimalayer may advance fees if necessary to prevent the clause from being deemed unconscionable.

51. Mutual Waiver of Jury Trial

THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

52. Limitation of Actions

Any claim must be filed within twelve (12) months after the cause of action arose, or be forever barred.

53. Class Action Waiver

CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING.

54. Governing Law & Fallback Venue

Governed by the laws of Wyoming, without regard to its conflict of laws principles. If arbitration is invalidated, the parties consent to exclusive jurisdiction in Wyoming state or federal courts.

Part IX. General Provisions

55. Amendment with Notice

We may amend this Agreement with notice. Continued use after 30 days constitutes acceptance.

56. No Partnership / No Agency

The parties are independent contractors. This Agreement does not create a partnership, franchise, or agency relationship.

57. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

58. Survival of Arbitration & Obligations

Sections regarding Indemnification, Liability, Arbitration, AUP, Tax Representations, Confidentiality, and Payment shall survive termination.

59. Severability

If any provision is held invalid, the remainder of the Agreement shall continue in full force.

60. Assignment

Ultimalayer may assign this Agreement freely. Customer may not assign without written consent.

61. Electronic Communications Consent

Customer consents to receive all legal notices and communications electronically.

62. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.