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.
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:
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.
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.
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.
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.
You are solely responsible for:
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.
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.
The Service uses artificial intelligence, including third-party large language models, to automate bookkeeping tasks and generate financial insights. You acknowledge and agree that:
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.
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.
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.
The Service is offered through subscription plans as described on our pricing page at www.layernext.ai/pricing.
Pro: Provides accounts payable automation, reconciliation, and related financial insights for supported QuickBooks workflows. Applicable subscription fees, included features, usage allowances, and billing frequency are disclosed at signup or in an applicable Order Form.
Enterprise: Provides accounts payable automation, reconciliation, reporting, and other agreed finance workflows across supported ERP and accounting systems. Enterprise pricing is customized based on processing volume and agreed requirements. Fees, included features, connected systems, entities, usage allowances, implementation services, and subscription terms are specified in a written order form or other purchasing agreement accepted by both parties (“Order Form”).
Prices displayed on our website are starting prices or general pricing information. The fees applicable to your subscription are those accepted at signup or specified in your Order Form. Additional services or functionality are included only where expressly identified in your purchased plan or Order Form.
LayerNext may modify pricing for future subscription periods. Unless otherwise specified in an Order Form, price changes will be communicated at least 30 days before taking effect and will apply at the start of your next renewal term. Where a non-renewal notice deadline applies, notice of the price change will be provided before that deadline. Pricing agreed for a committed subscription term will remain unchanged during that term unless the parties agree to a scope change or the Order Form expressly provides otherwise.
Where a subscription includes usage-based or volume-based pricing, the applicable plan terms or Order Form will specify the billable unit, including allowance, measurement period, and counting rules.
Depending on the agreed workflow, billable units may include invoices, documents, transactions, or another expressly agreed processing unit. These units are not interchangeable, and each financial event in a connected system is not automatically treated as a separately billable transaction.
The applicable plan terms or Order Form will specify whether usage is pooled across entities or connected systems and how duplicate submissions, reprocessing, failed processing, and manual entries are treated for billing purposes.
If your usage exceeds the allowance included in your subscription, additional usage will be charged at the rate and on the billing schedule disclosed in your accepted plan terms or Order Form. No standard per-transaction overage rate applies to all subscriptions.
If an overage rate has not been agreed, LayerNext will obtain your agreement to additional charges before incurring them.
Additional entities, integrations, custom workflows, implementation work, or other services outside the agreed scope may require a separate quotation, Order Form, or written change order accepted by both parties.
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 signup.
At the end of a 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, subject to applicable legal retention requirements.
Enterprise pilots, proofs of concept, and evaluation engagements may be offered under separate written terms specifying their scope, duration, fees, data handling, and any conditions for transition to a production subscription. Those written terms will govern the applicable engagement.
All fees are quoted in U.S. dollars unless otherwise specified.
For Pro subscriptions, payment is due at the beginning of each billing cycle, monthly or annual as selected, unless otherwise agreed. We accept credit cards, debit cards, and other payment methods made available through our payment processor.
For Enterprise subscriptions, invoicing schedules, payment deadlines, payment methods, and any implementation or milestone fees are specified in the applicable Order Form. Billing frequency does not alter the committed subscription term.
Unless otherwise specified in an Order Form, 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 disclosed before reinstatement.
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.
Subscription fees are non-refundable except where required by applicable law, expressly provided elsewhere in these Terms, or specified in an applicable Order Form or other written agreement between the parties.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.
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.
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.
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.
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.
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.
You agree not to:
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.
You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:
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.
“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.
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.
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.
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.
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.
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).
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.
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.
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.
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.
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.
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.
Upon termination or expiration of your subscription:
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
If you have any questions about these Terms, please contact us:
Company
LayerNext, Inc.
U.S. Address
235 Berry Street, San Francisco, CA 94158
Canada Address
200-135 Innovation Drive, Winnipeg, MB R3T 6A8, Canada
support@layernext.ai
Phone
+1 (844) 685 5260
Support Hours
Monday–Friday, 9:00 AM–5:00 PM CT