Terms of Service

1. Acceptance of these terms

These Terms of Service ("Terms") are a binding agreement between Outworx for Web-Design, a sole establishment licensed in the Emirate of Dubai, United Arab Emirates under E-Trader (Professional) License No. 1556815, Commercial Register No. 1348414, issued by the Dubai Department of Economy and Tourism ("Underlayer", "we", "us"), and the entity or individual registering a workspace ("Customer", "you"). "Underlayer" is a brand name used by Outworx for Web-Design; the licensed entity is the contracting party.

We trade by modern technological means within the meaning of UAE Federal Decree-Law No. 14 of 2023. Our licence and register numbers are stated above, and you can reach us at legal@underlayer.outworx.io for any question about these Terms, an order, or a complaint.

By creating a workspace, requesting sandbox access, or using the Underlayer API, dashboard, or embeddable components (together, the "Services"), you accept these Terms on behalf of yourself and, if you're acting for an organization, on behalf of that organization, and you confirm you have authority to do so.

2. Definitions

• "Authorized User" — an individual you permit to access your workspace.
• "Customer Content" — the documents, prompts, URLs, and other source material you submit, and the courses, themes, and quizzes generated from it.
• "Generated Content" — course screens, quiz questions, and related material produced by the Services from Customer Content.
• "Identity" — a Learner record you provision through the Identities API.
• "Learner" — an end user of your product who views or completes a course delivered through the Services.
• "Order Form" — any subscription order, quote, or plan selection (including through our self-serve checkout) that references these Terms.
• "Sandbox" — the free, validation-limited environment described in Section 5.

3. Accounts and eligibility

You must provide accurate registration information and keep it current. You're responsible for all activity under your workspace, including actions taken by Authorized Users and by anyone using an API key issued to your workspace. Tell us immediately at legal@underlayer.outworx.io if you suspect a key or account has been compromised.

You must be at least 18 years old, and have authority to bind your organization if you're signing up on its behalf, to use the Services.

4. The services

Underlayer provides an API and supporting tools to generate, embed, deliver, and track training content, described in more detail in our documentation at underlayer.outworx.io/docs. We may add, change, or remove features over time; where a change materially reduces functionality you're actively paying for, we'll give reasonable notice.

We aim for high availability but do not guarantee the Services will be uninterrupted or error-free. Planned maintenance will be announced in advance where practical.

5. Sandbox access

The Sandbox gives you full API access at validation-level usage limits, at no cost, so you can build and test a real integration before committing to a paid plan. It's intended for one workspace per evaluating team and for non-production or limited-production use — it is not a substitute for a paid plan once you're serving real Learner traffic at scale.

We may throttle, suspend, or ask you to upgrade a Sandbox workspace that we reasonably believe is being used for production traffic, to resell access, or in a way that affects the stability of the Services for others. We'll reach out before doing so wherever possible.

6. Fees, billing & taxes

7. Cancellation & refunds

You can cancel a monthly plan at any time; cancellation takes effect at the end of the current billing period, and we don't provide partial-month refunds. Annual and committed-term plans are non-cancellable and non-refundable for the remainder of the term except as required by law or expressly agreed in your Order Form. If you believe you were charged in error, contact billing@underlayer.outworx.io and we'll look into it in good faith.

Nothing in this clause limits any right you have as a consumer that cannot be waived by agreement. Where you contract with us as a consumer rather than in the course of a business, UAE Federal Law No. 15 of 2020 on Consumer Protection and its Executive Regulations apply in addition to these Terms, and prevail over this clause to the extent of any conflict.

8. Customer content and generated content

You retain all ownership rights in your Customer Content and in the Generated Content produced from it. You grant us a limited, worldwide license to host, process, transmit, and display Customer Content and Generated Content solely to provide, maintain, and support the Services for you — including to generate, store, deliver, and report on your courses.

You're responsible for having the necessary rights to submit any Customer Content, and for making sure it doesn't infringe a third party's rights or violate applicable law.

9. AI-generated content — no warranty of accuracy

Generated Content is produced by AI models and can be inaccurate, incomplete, or unsuitable for a given context, in the same way any AI output can be. Underlayer is a generation and delivery tool, not a source of professional, medical, legal, safety, or compliance advice, and Generated Content should not be treated as such.

You're responsible for reviewing Generated Content before publishing it to Learners, particularly for regulated, safety-critical, or high-stakes training. To the extent permitted by law, we disclaim liability for decisions made or actions taken in reliance on Generated Content without that review.

10. Acceptable use

You agree not to use the Services to:

• Generate, host, or deliver content that is unlawful, defamatory, infringing, or that violates UAE Federal Decree-Law No. 34 of 2021 on Combating Rumors and Cybercrimes or equivalent law in your jurisdiction.
• Attempt to reverse engineer, decompile, or gain unauthorized access to the Services or another Customer's workspace.
• Circumvent usage limits, rate limits, or the pricing model, including by sharing API keys across unrelated organizations or reselling access without a partner agreement with us.
• Upload or generate malware, or use the Services to disrupt or attack our infrastructure or that of any third party.
• Use the Services in a way that violates applicable export control or economic sanctions law, as described in Section 18.

11. Data protection

Our respective obligations regarding Personal Data processed through the Services are set out in our Privacy Policy and, for Learner data you submit to us, our Data Processing Addendum (available on request at privacy@underlayer.outworx.io), which is incorporated into these Terms for any Customer subject to the UAE PDPL, GDPR, or a similar data protection law.

12. Third-party services & sub-processors

The Services rely on third-party infrastructure, AI model, payment, and communications providers to operate. We remain responsible for the Services as a whole, but we aren't liable for a third-party provider's independent acts or omissions beyond our reasonable control. A current sub-processor list is available on request.

13. Intellectual property

We own all right, title, and interest in the Services, including our software, API, documentation, and the Underlayer name and brand. Except for the limited rights expressly granted in these Terms, nothing here transfers any of our intellectual property to you, or your Customer Content or Generated Content to us.

You may not use our name, logo, or trademarks without our prior written consent, other than to accurately describe that your product is powered by Underlayer.

14. Confidentiality

Each party may share confidential information with the other in connection with the Services. The receiving party will use the disclosing party's confidential information only to perform its obligations under these Terms, and will protect it with at least the same care it uses for its own confidential information, and no less than reasonable care. This obligation doesn't apply to information that's public, independently developed, or required to be disclosed by law — in which case the receiving party will give notice where legally permitted.

15. Warranties and disclaimers

Each party warrants it has the authority to enter into these Terms. Except as expressly stated in these Terms, the Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.

16. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, arising out of or related to these Terms, even if advised of the possibility of such damages.

Except for a party's indemnification obligations, confidentiality breaches, or a Customer's payment obligations, each party's total liability arising out of or related to these Terms will not exceed the fees paid or payable by the Customer to us in the 12 months preceding the event giving rise to the claim.

Nothing in these Terms limits either party's liability for fraud, gross negligence, willful misconduct, or any other liability that cannot be limited or excluded under UAE law.

17. Indemnification

You'll defend and indemnify us against third-party claims, and resulting damages and costs, arising from your Customer Content, your use of the Services in violation of Section 10 (Acceptable Use), or your violation of applicable law. We'll defend and indemnify you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and will cover resulting damages and costs, subject to the liability cap in Section 16.

18. Export control & sanctions

You represent that you're not located in, and won't use the Services from, a country or territory subject to comprehensive UAE or applicable international trade sanctions, and that you're not on any UAE, UN, or other applicable restricted-party list. We may suspend the Services where necessary to comply with sanctions or export control law.

19. Term, suspension & termination

These Terms apply from the date you first access the Services until your workspace is closed. Either party may terminate for the other's uncured material breach on 30 days' written notice, or immediately if the breach can't reasonably be cured. We may suspend the Services immediately, with notice where practical, if we reasonably believe continued access poses a security risk, violates Section 10, or is required by law.

On termination, your right to use the Services ends, and you can export your Customer Content and Learner data for 30 days afterward, after which we'll delete it in line with our Privacy Policy, except where retention is required by law.

20. Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, government action, internet or utility outages, or widespread failures of third-party infrastructure we depend on.

21. Governing law & dispute resolution

These Terms are governed by the federal laws of the United Arab Emirates, as applied in the Emirate of Dubai, without regard to conflict-of-law principles.

The parties will first attempt in good faith to resolve any dispute through direct negotiation. If a dispute isn't resolved within 30 days, it will be referred to and finally settled by arbitration administered by the Dubai International Arbitration Centre (DIAC) under its rules then in force, by a single arbitrator, seated in Dubai, UAE, and conducted in English. This doesn't prevent either party from seeking urgent injunctive relief from a competent court where necessary to prevent irreparable harm.

22. General provisions

23. Changes to these terms

We may update these Terms as the Services or applicable law change. We'll post the updated version here with a new "last updated" date, and for material changes, we'll notify workspace owners by email at least 14 days before the change takes effect. Continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.

24. Contact

Questions about these Terms can be sent to legal@underlayer.outworx.io, or by mail to Outworx for Web-Design, Dubai, United Arab Emirates (License No. 1556815).