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Terms of service.

Last updated: September 18, 2026

These Terms of Service (the “Terms”) are a legally binding agreement between you and Panolayer, Inc. (“Panolayer,” “we,” “us,” or “our”) governing your access to and use of the Panolayer desktop application, the website at panolayer.com, related web services, documentation, accounts, billing, and any other products we make available (collectively, the “Service”).

By creating an account, downloading the app, clicking to accept, or otherwise using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

If you do not agree, do not use the Service.

1. The Service

Panolayer is a desktop workspace for professional software engineers. It helps you explore a codebase, run coding agents, review proposed changes, and verify work before it is merged. Features may include:

  • a visual, layered view of architecture, contracts, and source;
  • agent loops, planning, and review workflows;
  • Guardian, our in-process gateway that brokers model requests and applies configured policy;
  • Marketplace agents and plugins;
  • account, authentication, and optional paid plans or usage credits;
  • related websites, documentation, and support channels.

The Service is offered as a beta product. Features, availability, platform support, and limits can change. We currently distribute a macOS desktop app; other platforms may be added later and are not promised.

2. Eligibility and accounts

You must be at least 18 years old and able to form a binding contract. You are responsible for the accuracy of account information, for keeping credentials and session tokens confidential, and for activity under your account.

We may use third-party identity providers (including Clerk and social sign-in such as GitHub or Google) to authenticate you. You must comply with those providers’ terms as well as ours.

We may refuse, suspend, or close an account if we reasonably believe these Terms have been violated, if required by law, or if needed to protect the Service or other users.

3. License

Subject to these Terms, Panolayer grants you a limited, revocable, non-exclusive, non-transferable license to download and use the desktop app and to access the website and related services for your internal business or personal engineering work.

You may not:

  • copy, modify, or create derivative works of the Service except as the app expressly allows for your own projects;
  • reverse engineer, decompile, or attempt to extract source code except where applicable law prohibits this restriction;
  • rent, sublicense, or provide the Service to third parties as a competing hosted offering;
  • circumvent technical, license, sandbox, or policy controls;
  • probe, scan, or attack the Service, other users, or our infrastructure except through an authorized security program we publish;
  • use the Service to develop or operate a competing product by systematically copying our interfaces, documentation, or non-public materials;
  • use the Service in violation of law, including export controls and sanctions.

4. Your code and content

You retain ownership of your source code, repositories, prompts, designs, and other materials you submit (“Customer Content”). These Terms do not transfer ownership of your intellectual property to Panolayer.

You grant Panolayer a limited license to host, process, transmit, and display Customer Content only as needed to operate the Service for you — for example, to index a project you open, to run an agent loop you start, to broker a model request through Guardian, to store account settings, or to provide support you request.

You represent that you have the rights needed to submit Customer Content and to grant this license, including any rights required by your employer, customers, or open-source licenses.

5. Agents, models, and your responsibility

Panolayer helps you direct coding agents. You remain responsible for the software you ship. Agent output can be incomplete, incorrect, insecure, or inconsistent with your intent. You must review, test, and decide what to keep.

When you use model-backed features:

  • prompts, code context, diffs, logs, or other relevant material may be sent to the model provider configured for that workflow;
  • Panolayer-owned model calls are intended to go through Guardian so configured policy and audit rules can apply;
  • third-party CLIs, Marketplace agents, and plugins may use their own model connections and policies — do not assume every external request passes through Guardian;
  • provider terms, retention, and training practices are those of the provider you (or we, for a managed route) configure.

We do not warrant that verification findings, architecture views, or agent results are complete or free of error. Treat them as engineering tools, not as a substitute for your review, tests, or repository policy.

6. Marketplace, plugins, and third-party services

Marketplace agents, plugins, host CLIs, and other third-party tools are provided by their publishers or by you. They may request filesystem, network, or other permissions. Review those permissions before use. Third-party tools are not Panolayer products unless we expressly say so, and they are offered “as is.”

The Service may integrate with identity, email, payments, search, analytics, cloud storage, and model providers. Your use of those services is subject to their terms and privacy policies.

7. Acceptable use

You agree not to use the Service to:

  • violate law or third-party rights;
  • upload malware or attempt unauthorized access to systems you do not own or have permission to test;
  • generate or distribute child sexual abuse material or other illegal content;
  • harass, defraud, or harm others;
  • interfere with the Service or other users;
  • mine cryptocurrency or run unrelated workloads on our infrastructure;
  • misrepresent your identity or affiliation in a way that is deceptive.

We may investigate and take action, including removing content, suspending access, or reporting to authorities, where we reasonably believe these rules were broken.

8. Beta software and changes

The Service is provided as a pre-release / beta offering. It may contain defects, be unavailable, lose data, or change without notice. We may add, modify, or discontinue features, plans, or platform support. We will try to give reasonable notice for material changes that affect paying customers, but we are not obligated to maintain any particular feature.

9. Fees, trials, and taxes

Some features may be free; others may require a paid subscription or usage credits. Prices, allowances, and entitlements are shown at purchase or in the product and may change for future billing periods.

If you purchase through Stripe or another processor:

  • you authorize us and the processor to charge the selected payment method;
  • taxes may apply;
  • subscriptions renew until canceled according to the terms shown at checkout;
  • unused promotional or purchased credits may expire if the offer says so.

Refunds are handled as required by law and as stated at the time of purchase. We do not provide legal or tax advice.

10. Privacy

Our collection and use of personal information is described in the Privacy policy. By using the Service, you acknowledge that policy.

11. Intellectual property

The Service, including software, design, trademarks, and documentation, is owned by Panolayer, Inc. and its licensors. These Terms do not grant you any right to our names, logos, or brand features except as needed to identify your authorized use of the product.

Feedback you send us may be used to improve the Service without obligation to you.

12. Termination

You may stop using the Service at any time and may request account closure by contacting us. We may suspend or terminate access immediately if you materially breach these Terms, if we must do so by law, or if we discontinue the Service.

On termination, your license ends. Sections that by their nature should survive (including ownership, disclaimers, limitations, indemnity, and governing law) will survive. We may retain records as described in the Privacy Policy or as required by law.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANOLAYER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, secure, or error-free, or that it will find every defect in your software, prevent every regression, or produce any particular engineering outcome.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANOLAYER AND ITS DIRECTORS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO PANOLAYER FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

Some jurisdictions do not allow certain limitations; in those cases our liability is limited to the fullest extent permitted.

15. Indemnity

You will defend and indemnify Panolayer against claims, damages, and expenses (including reasonable attorneys’ fees) arising from your Customer Content, your use of the Service, your agents or plugins, or your breach of these Terms, except to the extent caused by our willful misconduct.

16. Export and sanctions

You must comply with U.S. and other applicable export-control and sanctions laws. You may not use the Service if you are located in a comprehensively sanctioned jurisdiction or are a prohibited party.

17. Governing law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules. Courts located in Delaware will have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

If you are a consumer in a jurisdiction that requires local mandatory protections, those protections still apply.

18. Changes to these Terms

We may update these Terms. The “Last updated” date will change, and we may provide additional notice for material changes. Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service.

19. Miscellaneous

These Terms are the entire agreement between you and Panolayer regarding the Service and supersede prior agreements on that subject. If a provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Failure to enforce a provision is not a waiver. There are no third-party beneficiaries except as expressly stated.

20. Contact

Questions about these Terms:

Panolayer, Inc.
Email: [email protected]
Legal: [email protected]
Website: https://panolayer.com