Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and LayerNext, Inc., a Delaware corporation (“LayerNext,” “we,” “us,” or “our”), governing your access to and use of the LayerNext platform, including our website at www.layernext.ai, web application at app.layernext.ai, mobile applications, APIs, and all related services (collectively, the “Service”).

By creating an account, subscribing to a plan, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (available at www.layernext.ai/privacy-policy), which is incorporated herein by reference. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, do not create an account or use the Service.

2. Description of Service

LayerNext provides an AI-powered bookkeeping and financial intelligence platform designed for small and medium-sized businesses (“SMBs”) and accounting firms. The Service integrates with QuickBooks Online and other supported financial platforms to automate bookkeeping tasks, including:

• Automated transaction categorization and entry.
• Bank and credit card reconciliation.
• Receipt matching and document processing.
• AI-generated financial insights, cash flow analysis, and reporting.
• Onboarding workflows and bookkeeping health assessments.

The Service is provided as a cloud-based software-as-a-service (“SaaS”) platform. LayerNext may update, modify, or enhance the Service from time to time, including adding or removing features, and will make reasonable efforts to notify you of material changes.

3. Account Registration and Security

3.1 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information. You agree to update your account information promptly to keep it accurate and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately at support@layernext.ai if you become aware of any unauthorized use of your account or any other breach of security. LayerNext will not be liable for any loss or damage arising from your failure to protect your account credentials.

3.3 Account Types

• Individual/SMB Accounts: Accounts created by business owners or authorized representatives for use in connection with a single business entity or individual.
• ‍Firm-Managed Accounts: Accounts created or managed by accounting firms, bookkeepers, or fractional CFOs on behalf of their clients. The managing firm is responsible for ensuring that it has the appropriate authorization from each client to connect their financial accounts and use the Service on their behalf.
• Multi-Entity Accounts: Accounts that connect multiple QuickBooks Online entities under a single subscription. Each connected QuickBooks entity is treated as a separate entity for billing and transaction counting purposes unless otherwise specified in a written agreement.

4. QuickBooks Online and Third-Party Integrations

4.1 Authorization

The Service requires you to connect one or more QuickBooks Online accounts (or other supported financial platforms) via OAuth 2.0 or equivalent secure authorization protocols. By connecting your accounts, you authorize LayerNext to access, read, and write data to your connected accounts as necessary to provide the Service, including creating, modifying, and categorizing transactions, generating journal entries, and performing reconciliation actions.

4.2 Customer Responsibility

You are solely responsible for:

• Ensuring that you have the legal authority to connect each financial account to LayerNext.
  
• Reviewing and verifying all actions taken by the Service within your connected accounts.
• Maintaining a backup of your financial data independently of LayerNext.
• Disconnecting the Service from your accounts if you no longer wish LayerNext to access them.

4.3 Third-Party Terms

Your use of QuickBooks Online and other third-party services integrated with LayerNext is subject to the terms and conditions of those third-party providers (e.g., Intuit’s Terms of Service). LayerNext is not responsible for the availability, accuracy, or functionality of third-party services, and any issues with third-party platforms should be directed to the respective provider.

4.4 Revocation of Access

You may revoke LayerNext’s access to your connected accounts at any time through the third-party provider’s settings (e.g., QuickBooks Online’s “Manage Apps” settings) or by contacting us at support@layernext.ai. Revoking access will prevent LayerNext from performing further actions on your account but will not reverse actions already taken.

5. AI-Powered Features and Limitations

5.1 Nature of AI Outputs

The Service uses artificial intelligence, including third-party large language models, to automate bookkeeping tasks and generate financial insights. You acknowledge and agree that:

• AI-generated outputs, including transaction categorizations, reconciliation suggestions, financial insights, and reports, are automated recommendations and may contain errors or inaccuracies.
  
• The Service does not constitute financial, tax, legal, or accounting advice. AI-generated outputs should be reviewed by a qualified professional before being relied upon for decision-making, tax filings, or regulatory compliance.
• You are ultimately responsible for the accuracy and completeness of your financial records, even when using the Service.
• AI model performance may vary based on the quality, completeness, and consistency of your financial data.

5.2 No Guarantee of Accuracy

While LayerNext strives for high accuracy in its automated bookkeeping and reconciliation, we do not guarantee that the Service will be error-free. LayerNext shall not be liable for any losses, damages, penalties, or additional costs arising from inaccuracies in AI-generated categorizations, reconciliations, or financial insights, including but not limited to incorrect tax filings, missed deductions, or regulatory penalties.

5.3 Customer Review Obligation

You agree to review AI-generated work product on a regular basis and to promptly correct any errors you identify. The Service provides tools for reviewing, approving, and overriding AI-generated actions. Failure to review AI-generated outputs does not transfer liability to LayerNext.

5.4 AI Data Practices

LayerNext does not train AI models. We use third-party AI services configured to not retain or train on your data. Your identifiable financial data is never used to train any AI model. For complete details, see Section 3.5 of our Privacy Policy.

6. Subscription Plans, Pricing, and Payment

6.1 Plans and Pricing

The Service is offered through subscription plans as described on our pricing page at www.layernext.ai/pricing.
Current SMB plan tiers include:

Accounting firm plans (Micro, Small, Growth, Enterprise) are available with pooled transaction allowances across multiple client entities. Firm plan pricing and terms are as described on our pricing page or as set forth in a separate written agreement.

LayerNext reserves the right to modify pricing at any time. Any price changes will be communicated to you at least 30 days before taking effect and will apply at the start of your next billing cycle. Continued use of the Service after a price change constitutes acceptance of the new pricing.

6.2 Transactions Defined

A “transaction” for billing purposes means any individual financial event processed by the Service, including but not limited to bank feed imports, credit card charges, deposits, transfers, journal entries created by the Service, and invoice or bill entries processed through automation. Manual entries created directly by the Customer within QuickBooks Online without LayerNext involvement are not counted.

6.3 Overage Billing

If your usage exceeds the transaction allowance included in your plan during a billing cycle, additional transactions will be billed at the per-transaction overage rate specified in your plan (currently $0.20 per transaction). Overage charges are calculated at the end of each billing cycle and billed with your next invoice.

6.4 Free Trial

LayerNext may offer a free trial or introductory session that allows you to experience core features of the Service before subscribing to a paid plan. Free trial terms, including duration and feature limitations, will be communicated at the time of signup. At the end of the free trial, you will be required to select a paid plan to continue using the Service. If you do not subscribe, your account will be suspended and your data retained for 30 days before deletion, unless you request earlier deletion.

6.5 Payment Terms

All fees are quoted in U.S. dollars unless otherwise specified. Payment is due at the beginning of each billing cycle (monthly or annual, as selected). We accept payment via credit card, debit card, or other methods made available through our payment processor.

If payment fails or is not received within 7 days of the due date, we may suspend access to the Service. If payment remains outstanding for more than 30 days, we may terminate your account. Reinstatement of a terminated account may be subject to a reactivation fee.

6.6 Taxes

All fees are exclusive of applicable taxes, duties, or levies imposed by any government authority. You are responsible for paying all applicable sales, use, value-added, withholding, or similar taxes arising from your use of the Service, other than taxes on LayerNext’s net income.

6.7 Refunds

Subscription fees are non-refundable except where required by applicable law. If you believe a billing error has occurred, contact us at support@layernext.ai within 30 days of the charge, and we will investigate and correct any verified errors.

7. Customer Data and Ownership

7.1 Your Data

You retain all right, title, and interest in and to any data, content, or information you provide to or through the Service, including your financial records, transaction data, documents, and business information (collectively, “Customer Data”). LayerNext does not claim any ownership rights in Customer Data.

7.2 License to LayerNext

By using the Service, you grant LayerNext a limited, non-exclusive, worldwide license to access, use, process, store, and transmit Customer Data solely as necessary to provide, maintain, and improve the Service, and as otherwise described in our Privacy Policy. This license terminates when you delete your Customer Data or close your account, subject to our data retention obligations.

7.3 Data Portability

You may export your Customer Data at any time using the export features available within the Service or by contacting us at support@layernext.ai. Upon account termination, we will make your Customer Data available for export for a period of 30 days, after which it will be deleted in accordance with our Privacy Policy.

7.4 Data Processing

To the extent that LayerNext processes personal data on your behalf, the parties agree that you are the data controller and LayerNext is the data processor. LayerNext will process such data only in accordance with your instructions (as reflected in your use of the Service) and applicable data protection laws. For enterprise or firm customers requiring a formal Data Processing Agreement (“DPA”), please contact us at support@layernext.ai.

8. Intellectual Property

8.1 LayerNext IP

LayerNext and its licensors retain all right, title, and interest in and to the Service, including all software, algorithms, AI models, interfaces, documentation, trademarks, trade secrets, and other intellectual property. These Terms do not grant you any rights to LayerNext’s intellectual property except for the limited right to access and use the Service as described herein.

8.2 Restrictions

You agree not to:

• Copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service or any part thereof.
  
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying architecture of the Service.
• Remove, alter, or obscure any proprietary notices, labels, or branding on the Service.
• Use the Service to build a competing product or service, or for benchmarking purposes without prior written consent.
• Access the Service through any automated means (bots, scrapers, crawlers) except through our published APIs.
• Use the Service to process data for third parties other than through authorized firm-managed accounts.

8.3 Feedback

If you provide any feedback, suggestions, or ideas regarding the Service (“Feedback”), you grant LayerNext a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

9. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service to process fraudulent transactions, launder money, evade taxes, or engage in any illegal activity.
  
• Upload or transmit malicious code, viruses, or any material that could damage, disable, or impair the Service.
• Attempt to gain unauthorized access to any part of the Service, other accounts, or systems connected to the Service.
• Use the Service in a way that could overburden, impair, or disrupt the Service or interfere with other users.
• Misrepresent your identity, business, or authority to connect financial accounts.
• Share your account credentials with unauthorized individuals or allow multiple users to access a single-user account.
• Use the Service to store or process data unrelated to bookkeeping and financial management.

LayerNext reserves the right to suspend or terminate your access to the Service immediately and without notice if we reasonably believe you are violating this Acceptable Use Policy.

10. Confidentiality

“Confidential Information” means any non-public information disclosed by either party to the other in connection with these Terms, including business information, technical data, product plans, financial data, and Customer Data. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party’s possession before disclosure; (c) is independently developed without reference to the disclosing party’s Confidential Information; or (d) is received from a third party without a duty of confidentiality.

Each party agrees to: (i) use the other party’s Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; (ii) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose the other party’s Confidential Information to any third party except as permitted by these Terms or with the disclosing party’s prior written consent.

11. Warranties and Disclaimers

11.1 LayerNext Warranties

LayerNext warrants that: (a) it has the authority to enter into these Terms; (b) the Service will perform substantially in accordance with its published documentation; and (c) it will provide the Service using commercially reasonable care and skill.

11.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. LAYERNEXT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, LAYERNEXT DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (B) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE, INCLUDING TAX FILINGS, REGULATORY COMPLIANCE, OR FINANCIAL DECISION-MAKING; (C) DEFECTS WILL BE CORRECTED WITHIN ANY PARTICULAR TIMEFRAME; OR (D) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS.

11.3 No Professional Advice

THE SERVICE IS A BOOKKEEPING AUTOMATION TOOL AND DOES NOT CONSTITUTE FINANCIAL, TAX, LEGAL, OR ACCOUNTING ADVICE. LAYERNEXT IS NOT A CERTIFIED PUBLIC ACCOUNTANT, TAX PREPARER, FINANCIAL ADVISOR, OR LICENSED PROFESSIONAL. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS BEFORE MAKING DECISIONS BASED ON INFORMATION PROVIDED BY THE SERVICE.

12. Limitation of Liability

12.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LAYERNEXT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, TAX PENALTIES, REGULATORY FINES, OR ANY DAMAGES ARISING FROM ERRORS IN AI-GENERATED OUTPUTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LAYERNEXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Damages Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAYERNEXT’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO LAYERNEXT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

12.3 Basis of the Bargain

THE LIMITATIONS SET FORTH IN THIS SECTION 12 REFLECT THE AGREED-UPON ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. LAYERNEXT WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.

13. Indemnification

13.1 By Customer

You agree to indemnify, defend, and hold harmless LayerNext and its officers, directors, employees, agents, and affiliates from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any inaccuracy in, or breach of, your representations; or (e) your negligent or wrongful acts or omissions.

13.2 By LayerNext (IP Indemnification)

LayerNext will defend you from any third-party claim that the Service, as provided by LayerNext, infringes or misappropriates any copyright or trade secret of that third party, and will indemnify you against any damages finally awarded (or settlement amounts agreed to by LayerNext) in connection with such claim, provided that you: (a) promptly notify LayerNext in writing; (b) give LayerNext sole control of the defense and settlement; and (c) provide reasonable cooperation at LayerNext’s expense.LayerNext will have no obligation under this section to the extent a claim arises from: (i) modification of the Service by anyone other than LayerNext; (ii) use of the Service in combination with products, services, or data not provided by LayerNext; (iii) use of the Service outside the scope of these Terms; or (iv) Customer Data.

14. Term and Termination

14.1 Term

These Terms are effective as of the date you first access or use the Service and continue until terminated by either party. Your subscription term begins on the date you subscribe to a paid plan and continues for the billing period selected (monthly or annual), automatically renewing for successive periods unless cancelled.

14.2 Cancellation by Customer

You may cancel your subscription at any time through your account settings or by contacting us at support@layernext.ai. Cancellation will take effect at the end of your current billing period. You will continue to have access to the Service until the end of the period for which you have paid. No refunds will be provided for the remaining portion of any billing period.

14.3 Termination by LayerNext

LayerNext may suspend or terminate your access to the Service: (a) immediately, if you breach the Acceptable Use Policy (Section 9) or pose a security risk; (b) upon 30 days’ written notice, if you breach any other provision of these Terms and fail to cure such breach within the notice period; (c) immediately, if required by law or by a third-party provider (e.g., Intuit revoking API access); or (d) upon 30 days’ notice for any reason, provided that in the case of termination for convenience, LayerNext will provide a pro-rata refund of prepaid fees for the unused portion of the subscription term.

14.4 Effect of Termination

Upon termination or expiration of your subscription:

• Your right to access and use the Service will immediately cease.
  
• LayerNext will disconnect from your QuickBooks Online account and other connected services.
• You may export your Customer Data for 30 days following termination, after which it will be deleted in accordance with our Privacy Policy.
• All accrued payment obligations, as well as the provisions of Sections 5 (AI Limitations), 7 (Customer Data Ownership), 8 (Intellectual Property), 10 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 16 (General Provisions), will survive termination.

15. Service Availability and Support

15.1 Availability

LayerNext will use commercially reasonable efforts to make the Service available 99.5% of the time during each calendar month, excluding scheduled maintenance and circumstances beyond LayerNext’s reasonable control. Scheduled maintenance will be performed during off-peak hours when possible, and we will provide reasonable advance notice for planned downtime.

15.2 Support

LayerNext provides technical support via email at support@layernext.ai and by phone at +1 (844) 685 5260, Monday through Friday, 9:00 AM to 5:00 PM Central Time, excluding statutory holidays. We will use commercially reasonable efforts to respond to support requests within one (1) business day.

15.3 Force Majeure

LayerNext will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, Internet or telecommunications failures, power outages, pandemics, third-party service outages (including QuickBooks Online), cyberattacks, or labor disputes.

16. General Provisions

16.1 Governing Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the federal and state courts located in San Francisco County, California. The parties irrevocably waive any objection to jurisdiction or venue in such courts.

16.2 Dispute Resolution

Before initiating any legal proceeding, both parties agree to attempt to resolve disputes informally by contacting the other party in writing and allowing 30 days for resolution. If informal resolution fails, either party may pursue formal dispute resolution as described in Section 16.1.

16.3 Assignment

You may not assign or transfer these Terms, in whole or in part, without LayerNext’s prior written consent. LayerNext may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their successors and assigns.

16.4 Notices

All notices under these Terms must be in writing. Notices to LayerNext should be sent to support@layernext.ai or to our address at 235 Berry Street, San Francisco, CA 94158. Notices to you will be sent to the email address associated with your account. Email notices are deemed delivered upon confirmed transmission.

16.5 Entire Agreement

These Terms, together with the Privacy Policy and any Order Form or written agreement executed between the parties, constitute the entire agreement between you and LayerNext regarding the Service and supersede all prior proposals, agreements, representations, and communications, whether oral or written. In the event of a conflict between these Terms and a signed Order Form, the Order Form will control.

16.6 Amendments

LayerNext may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website and, where appropriate, by email. Continued use of the Service after the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you may cancel your subscription as described in Section 14.2.

16.7 Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.8 Waiver

The failure of either party to enforce any provision of these Terms will not constitute a waiver of that party’s right to enforce that provision or any other provision in the future.

16.9 Customer Identification

You consent to LayerNext identifying you as a customer of the Service on our website, in press releases, and in other marketing materials. If you prefer not to be identified, please notify us in writing at support@layernext.ai.

16.10 Relationship of the Parties

The relationship between LayerNext and you is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

17. Contact Information

If you have any questions about these Terms, please contact us:

• Access/Disclosure: you have the right to request a copy of your Personal Information we hold about you. This may be provided to you in digital format
• Legitimate Interests:We may process your data when it is reasonably necessary to achieve our legitimate business interests.
• Performance of a Contract:Where we have entered into a contract with you, we may process your personal information to fulfill the terms of our contract.
• Legal Obligations:We may disclose your information where we are legally required to do so in order to comply with applicable law, governmental requests, a judicial proceeding, court order, or legal process, such as in response to a court order or a subpoena (including in response to public authorities to meet national security or law enforcement requirements).
• Vital Interests:We may disclose your information where we believe it is necessary to investigate, prevent, or take action regarding potential violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved1

• Vendors, Consultants and Other Third-Party Service Providers: We may share your data with third party vendors, service providers, contractors or agents who perform services for us or on our behalf and require access to such information to do that work. Examples include: data analysis, email delivery, hosting services, customer service and marketing efforts. We may allow selected third parties to use tracking technology on the LayerNext AI, which will enable them to collect data about how you interact with the LayerNext AI over time. This information may be used to, among other things, analyze and track data, determine the popularity of certain content and better understand online activity. Unless described in this Policy, we do not share, sell, rent or trade any of your information with third parties for their promotional purposes.
• Business Transfers: We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.
• Third-Party Advertisers: We may use third-party advertising companies to serve ads when you visit the LayerNext AI Sites. These companies may use information about your visits to our Sites and other websites that are contained in web cookies and other tracking technologies in order to provide advertisements about goods and services of interest to you.
• Affiliates: We may share your information with our affiliates, in which case we will require those affiliates to honor this privacy policy. Affiliates include our parent company and any subsidiaries, joint venture partners or other companies that we control or that are under common control with us