Terms and Conditions

1. The Service

SOXLayer is software that helps companies and advisory firms manage Sarbanes-Oxley (SOX) internal control testing. It lets you organize controls by entity, schedule tests, collect evidence, draft test results and workpapers with AI assistance, record reviewer sign-offs, and track deficiencies.

2. What SOXLayer is not

• CUEDEV is not an audit firm. SOXLayer does not perform audits, does not issue attestations or opinions, and does not replace your external auditor.
• No professional advice. Nothing in the Service is legal, accounting, audit, or financial advice. You remain solely responsible for the design and operating effectiveness of your internal controls, your compliance with the Sarbanes-Oxley Act and other laws, and all conclusions recorded in the Service.
• AI output is a draft. Test results, conclusions, and workpapers generated with AI are drafts. They may contain errors or omissions. You must review, edit, and approve all AI output before relying on it. No test in SOXLayer is concluded without sign-off by a named human reviewer, and that reviewer is responsible for the conclusion.

3. Accounts

• You must be at least 18 years old and use the Service for business purposes.
• You must provide accurate account information and keep it up to date.
• You are responsible for all activity under your account and your Users' accounts, and for keeping login credentials confidential.
• Your administrator controls which Users are invited and what roles and permissions they have.
• Notify us immediately at team@soxlayer.com if you suspect unauthorized access to your account.

4. Free trial

• New Customers may be eligible for a 14-day free trial. Only one trial is allowed per organization.
• At the end of the trial, your subscription will begin and you will be charged the applicable monthly fee unless you cancel before the trial ends.
• We may modify or end the free trial offer at any time, but changes will not affect a trial that has already started.
• If you do not subscribe, your data is handled as described in Section 12.

5. Subscriptions, fees, and payment

• Billing cycle. The Service is sold as a monthly subscription. Fees are based on the plan and number of entities you select at checkout or as agreed with us in writing.
• Automatic renewal. Subscriptions renew automatically each month until cancelled. You authorize us to charge your payment method at the start of each billing period.
• Payment processing. Payments are processed by Lemon Squeezy, which acts as our merchant of record and reseller. Your purchase is also subject to Lemon Squeezy's terms and privacy policy. Lemon Squeezy handles the calculation and collection of applicable sales tax, VAT, and similar taxes.
• Price changes. We may change our prices with at least 30 days' notice by email. The new price applies from your next billing period after the notice period. If you do not agree, you may cancel before the new price takes effect.
• Failed payments. If a payment fails and is not resolved within 14 days, we may suspend your access to the Service until payment is received.

6. Cancellation and refunds

• Cancellation. You may cancel your subscription at any time from your account billing settings or by emailing team@soxlayer.com. Cancellation takes effect at the end of the current billing period, and you keep access until then.
• Refunds. If you are not satisfied with the Service, you may request a full refund of your most recent monthly charge by emailing team@soxlayer.com within 14 days of that charge. Approved refunds are returned to the original payment method through Lemon Squeezy.
• Refunds are not available for charges older than 14 days, or where the account was suspended or terminated for violating these Terms.

7. Your data

• Ownership. You own all data, files, and content you or your Users upload to the Service, including control matrices, evidence, test results, and workpapers ("Customer Content"). We do not claim any ownership of Customer Content.
• License to us. You grant CUEDEV a limited license to host, store, process, transmit, and display Customer Content only as needed to provide, secure, and support the Service for you.
• No AI training. CUEDEV does not use Customer Content to train artificial intelligence models, and our AI providers are contractually prohibited from using it for training.
• Your responsibilities. You are responsible for the accuracy and legality of Customer Content and for having all rights and consents needed to upload it, including any personal information it contains.
• Privacy. Our handling of personal information is described in our Privacy Policy, which is part of these Terms.

8. Security

We maintain reasonable administrative, technical, and physical safeguards to protect Customer Content. Credentials are stored using one-way cryptographic hashing (SHA-256), data is encrypted in transit and at rest, and each Customer's data is logically isolated. You are responsible for configuring User roles appropriately and for the security of your own devices and credentials.

9. Acceptable use

You agree not to, and not to allow anyone else to:

• Use the Service in violation of any law or regulation.
• Upload malware, or content you do not have the right to upload.
• Attempt to gain unauthorized access to the Service, other accounts, or our systems.
• Probe, scan, or test the vulnerability of the Service without our written permission.
• Reverse engineer, decompile, or copy the Service, except where the law expressly permits this.
• Resell, sublicense, or provide the Service to third parties, except that advisory firms may use the Service to perform testing for their own clients.
• Use the Service to build a competing product.
• Interfere with or overload the Service, including through automated scraping.

We may suspend access immediately if your use threatens the security or operation of the Service or violates this Section.

10. Our intellectual property

CUEDEV owns all rights in the Service, including the software, design, the SOXLayer name and logo, and all improvements. These Terms give you a limited, non-exclusive, non-transferable right to use the Service during your subscription for your internal business purposes. No other rights are granted.

If you send us feedback or suggestions, we may use them without any obligation to you.

11. Third-party services

The Service relies on third-party providers, including Google for hosting, Anthropic and OpenAI for AI processing, Resend for email delivery, Lemon Squeezy for payments, and Google Analytics for website analytics. We are not responsible for outages or failures of third-party services outside our reasonable control, but we choose providers carefully and require them to protect your data.

12. Termination and data export

• By you. You may cancel at any time as described in Section 6.
• By us. We may suspend or terminate your account if you materially breach these Terms and do not fix the breach within 14 days of notice, or immediately if required by law or to protect the Service.
• Data export. After your subscription or free trial ends, you have 30 days to export your Customer Content. After those 30 days, we will delete Customer Content from our active systems, and backup copies will be deleted in the normal backup rotation.
• Survival. Sections 2, 7, 10, 13, 14, 15, 16, and 17 survive termination.

13. Confidentiality

Each party will protect the other party's non-public information disclosed under these Terms using at least reasonable care, and will use it only to perform under these Terms. Customer Content is your confidential information. This obligation does not apply to information that is public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully received from someone else. A party may disclose confidential information if required by law, after giving the other party notice where legally allowed.

14. Disclaimers

The Service is provided "as is" and "as available." To the fullest extent permitted by law, CUEDEV disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, that AI output will be accurate or complete, or that use of the Service will result in effective internal controls, a clean audit opinion, or regulatory compliance.

15. Limitation of liability

To the fullest extent permitted by law:

• Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility of those damages.
• Each party's total liability arising out of or related to these Terms or the Service will not exceed the total fees you paid to CUEDEV for the Service in the 12 months before the event giving rise to the claim.

These limits do not apply to your payment obligations, a party's breach of Section 13 (Confidentiality), your breach of Section 9 (Acceptable use), or liability that cannot be limited by law.

16. Indemnification

You will defend and indemnify CUEDEV against third-party claims arising from Customer Content, your use of the Service in violation of these Terms or the law, or conclusions you or your Users recorded in the Service.

CUEDEV will defend and indemnify you against third-party claims alleging that the Service, as provided by us, infringes that third party's intellectual property rights. This does not apply to claims caused by Customer Content, your modifications, or combination of the Service with things we did not provide.

17. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict of laws rules. Any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Wyoming, and each party consents to the jurisdiction of those courts.

Before starting any legal proceeding, each party agrees to first try to resolve the dispute informally by contacting the other party in writing and negotiating in good faith for at least 30 days.

18. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least 30 days before they take effect. Continuing to use the Service after the changes take effect means you accept the updated Terms. If you do not agree, you may cancel before the changes take effect.

19. General

• Entire agreement. These Terms, together with the Privacy Policy and any order form or written agreement signed by both parties, are the entire agreement between you and CUEDEV about the Service. If a signed written agreement conflicts with these Terms, the signed agreement controls.
• Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all of your assets. We may assign these Terms to an affiliate or a successor.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.
• Severability. If any provision is found unenforceable, the rest of these Terms remain in effect.
• No waiver. Failing to enforce a provision is not a waiver of the right to enforce it later.
• Independent parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.
• Notices. We will send notices to the email address on your account. You may send notices to team@soxlayer.com.

20. Contact us

CUEDEV LLC
30 N Gould St, Ste R
Sheridan, WY 82801
United States

Email: team@soxlayer.com