This Merchant Agreement (“Agreement”) governs access to and use of the websites, dashboard, mobile application platform, integrations, support resources, APIs, communications features, analytics features, and related services provided by Layout, Inc. (“Layout,” “we,” “us,” or “our”) to the business customer identified in the applicable account, order form, signup flow, invoice, or subscription (“Merchant,” “you,” or “your”).
This Agreement applies to businesses, organizations, and authorized personnel who access or use Layout’s merchant-facing services, including the Layout dashboard and any branded mobile application or related service made available through the Layout platform.
By creating an account, starting a trial, subscribing to a paid plan, connecting third-party services, or otherwise using the Services, you agree to this Agreement. If you are using the Services on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity to this Agreement.
1. The Services
Layout provides a software platform for businesses that use Square and want a branded mobile app and related operational tools. Based on Layout’s public materials, the Services may include a branded iOS mobile app, dashboard access, customer accounts and order history, mobile ordering for in-store pickup, loyalty-related features, push notifications, announcement tools, analytics, gift card-related features, and multi-location controls, depending on plan, configuration, and feature availability. Layout’s public documentation also states that Square is used as the source of truth for catalog and locations, that payments are processed through Square, and that Layout syncs data so the app and dashboard reflect what is managed in Square.
The Services may change over time. Layout may add, remove, improve, restrict, suspend, or discontinue features at any time, with or without notice, to the extent permitted by law.
2. Eligibility
You may use the Services only if:
You are legally able to enter into a binding agreement
You are authorized to act on behalf of the business or entity using the Services
Your use of the Services complies with applicable law
If you use the Services on behalf of a business, all references to “you” and “your” in this Agreement include that business.
3. Account Registration and Access
To use certain Services, you must create a merchant account and provide accurate, current, and complete information. You agree to keep your account information updated.
You are responsible for:
Maintaining the confidentiality of login credentials
Restricting access to your account
All activity under your account
Ensuring your authorized users use the Services in compliance with this Agreement
Promptly notifying Layout if you suspect unauthorized access or misuse
Layout may suspend or terminate access to accounts that contain inaccurate information, create security or legal risk, violate this Agreement, or interfere with the operation of the Services.
4. Free Trial, Subscription Plans, and Billing
At account creation, Layout may offer Merchant a one-month free trial. After the trial period ends, continued use of paid features may require an active paid subscription or other commercial arrangement.
Unless otherwise stated in a separate written agreement:
Subscriptions are month-to-month
Merchant may cancel at any time through the Layout dashboard billing panel or by emailing billing@layoutmobile.com
Cancellation will stop future recurring charges, but fees already charged are non-refundable except where required by law
Layout may change pricing, packaging, features, or plan structure on a prospective basis
Merchant is responsible for all applicable taxes, duties, and similar governmental charges, excluding taxes based on Layout’s net income
Layout’s public pricing materials currently describe a free starter tier, paid plans, and additional-location pricing, with features varying by plan.
If Merchant fails to pay amounts when due, Layout may suspend or limit access to paid Services until the account is brought current.
5. Merchant Responsibilities
Merchant is solely responsible for its business operations and for all products, services, content, configurations, and communications it makes available through the Services.
Merchant is responsible for:
Menu accuracy
Pricing, taxes, modifiers, and item availability
Store hours and location settings
Order fulfillment and pickup operations
Promotions, discounts, gift card settings, and loyalty-related disclosures
Customer support related to Merchant’s business
Obtaining any required customer consents
Compliance with privacy, consumer protection, accessibility, advertising, marketing, and other applicable laws
The accuracy and lawfulness of all Merchant Content and communications
Layout provides the software platform. Merchant remains responsible for how Merchant uses it.
6. Square and Other Third-Party Integrations
The Services are designed to work with Square and may also rely on or connect to other third-party services. Layout’s public documentation states that Square is the source of truth for catalog and locations, that payments are processed through Square, and that Layout does not write catalog or location changes back to Square from the app or dashboard. Layout may also support Square Loyalty, gift card-related flows, and either Layout KDS or Square KDS depending on Merchant’s configuration.
Merchant understands and agrees that:
Merchant must maintain any required third-party accounts, credentials, permissions, and subscriptions
Third-party services may have their own terms, fees, technical limitations, and privacy practices
Layout is not responsible for third-party outages, policy changes, API changes, account restrictions, delays, or service failures
If a third-party provider changes or removes a feature, Layout may modify or discontinue related functionality without liability
7. Data Sync and Platform Boundaries
Layout’s public documentation states that Layout syncs locations and catalog data from Square into the platform so the dashboard and app stay aligned, and that Square remains the source of truth for those data sets. Layout also states that it does not write catalog or location edits back to Square from the app or dashboard.
Merchant understands and agrees that:
Changes to menu items, categories, prices, and locations should generally be made in Square unless Layout expressly provides otherwise
Layout may maintain synced, cached, or derived representations of merchant data in order to operate the app, dashboard, and related workflows
Delays, mismatches, webhook failures, scheduled sync delays, or third-party outages may temporarily affect how quickly changes appear in the Services
Layout may create, store, or update platform-side records needed to operate end-user accounts, orders, order status, analytics, and related app functionality
8. Orders, Payments, Loyalty, and Gift Cards
If Merchant enables ordering, Layout may facilitate customer orders through Merchant’s branded app. Layout’s public documentation states that customer orders are created in the platform, payment is processed through Square, and idempotency controls are used to help prevent duplicate charges. Layout also states that it may support loyalty and gift card-related flows depending on Merchant’s setup.
Merchant acknowledges and agrees that:
Payment processing, settlement, and reporting may depend on Square or another third-party provider
Layout does not hold raw card data or settle funds
Order timing, order status visibility, and related app behavior may vary based on configuration, integration settings, and whether Merchant uses Layout KDS, Square KDS, or both
Merchant remains responsible for fulfillment, availability, pickup readiness, and customer-facing operational accuracy
Loyalty balances, gift card balances, and related account actions may depend on third-party systems and sync status
9. End User Accounts and Customer Data
Layout may create and manage certain end-user account records for users who sign up through a Layout-powered mobile app. Merchant understands that Layout may process end-user information necessary to operate the Services, such as account details, order history, loyalty-related information, gift card-related information, device tokens for push notifications, store selections, support activity, and related platform usage data.
Merchant acknowledges and agrees that:
Layout may create platform-side user records for end users who sign up through a Layout-powered app
Certain customer data may be relayed to Square or matched with Square loyalty-related records using information such as phone number, where applicable to the enabled feature
Layout is not responsible for independently editing or controlling the underlying Square customer profile beyond the specific supported workflows enabled through the Services
Merchant is responsible for its relationship with its customers and for any required privacy disclosures or permissions relating to Merchant’s use of customer data
10. Merchant Content
Merchant may upload or submit logos, names, branding, menus, product information, images, announcements, store details, settings, and other content or materials (“Merchant Content”).
Merchant retains ownership of Merchant Content, but grants Layout a worldwide, non-exclusive, royalty-free license to host, store, copy, process, modify, display, distribute, and otherwise use Merchant Content as necessary to:
Provide and operate the Services
Make Merchant’s branded app and dashboard available
Support integrations and sync
Support customer-facing app experiences
Troubleshoot and support Merchant’s account
Improve functionality and reliability of the Services
Perform Layout’s obligations under this Agreement
Merchant represents and warrants that:
Merchant owns or has the necessary rights to provide Merchant Content
Merchant Content does not violate law or third-party rights
Merchant Content is accurate and appropriate for publication and use
Layout may remove or refuse Merchant Content that violates this Agreement or creates legal, operational, or reputational risk.
11. Messaging, Notifications, and Communications Features
The Services may include push notifications, in-app announcements, and other merchant communications tools. Layout’s public materials describe push notifications and announcement cards as supported product features.
If Merchant uses any communication, campaign, or messaging feature, Merchant is solely responsible for:
Obtaining any required end-user consent
Choosing recipients and timing
Reviewing content before publishing or sending
Complying with applicable marketing, privacy, and consumer communications laws
Maintaining lawful opt-in and opt-out practices where required
Ensuring that communications are truthful, accurate, and appropriate
Layout does not provide legal advice and does not guarantee that Merchant communications comply with law.
12. AI-Assisted Features
If Layout makes AI-assisted features available to Merchant, Merchant’s use of those features is also subject to any separate AI-specific terms published by Layout.
Merchant understands and agrees that:
AI-generated output may be incomplete, inaccurate, or outdated
Merchant remains responsible for reviewing all AI-generated output
Merchant must not treat AI output as legal, tax, financial, or compliance advice
Merchant is solely responsible for any customer-facing message, campaign, or operational action taken using AI-assisted tools
13. Case-by-Case Operational Response and Kill Switch
Layout may, in its discretion, address platform or app issues on a case-by-case basis. Merchant understands that Layout may provide controls, including a manual kill switch, that can be used by Layout personnel or by Merchant to disable or limit customer interaction with parts of the mobile app in response to technical issues, operational concerns, legal risk, or other service-impacting events.
Layout is not obligated to maintain any specific response time, uptime target, or remediation outcome unless expressly stated in a separate written agreement.
14. Privacy and Data Protection
Merchant’s use of the Services is also governed by Layout’s Privacy Policy and any applicable data processing addendum or privacy-related schedule made available by Layout.
As between Layout and Merchant:
Merchant is responsible for its own privacy notices and end-user disclosures
Merchant is responsible for ensuring it has a lawful basis to use customer data through the Services
Merchant will not use the Services or any data made available through them in a way that violates applicable law
Layout may process merchant and end-user information as necessary to provide, secure, support, and improve the Services
Layout maintains a public subprocessor list describing categories of vendors used in connection with the platform, including providers for infrastructure, email delivery, billing, Square integrations, AI-related features, and app distribution.
15. Confidentiality
Each party may receive non-public information from the other that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”).
The receiving party agrees to:
Use the disclosing party’s Confidential Information only as necessary to perform under this Agreement
Protect it using reasonable safeguards
Not disclose it to third parties except to employees, contractors, advisors, and service providers who need to know and are bound by confidentiality obligations
Confidential Information does not include information that:
Is or becomes public without breach of this Agreement
Was already lawfully known to the receiving party
Is independently developed without use of the disclosing party’s Confidential Information
Is lawfully received from a third party without restriction
A party may disclose Confidential Information if required by law, legal process, or governmental request, provided it uses reasonable efforts to limit the disclosure where permitted.
16. Intellectual Property
The Services, including Layout’s software, dashboard, interfaces, workflows, documentation, analytics systems, designs, text, graphics, APIs, and related technology, are owned by or licensed to Layout and are protected by intellectual property and other laws.
Except for the limited rights expressly granted in this Agreement, no rights are transferred to Merchant. Merchant may not copy, modify, distribute, sell, lease, reverse engineer, decompile, scrape, or create derivative works from the Services except as expressly permitted in writing by Layout or by applicable law.
17. Feedback
If Merchant provides feedback, suggestions, ideas, or recommendations regarding the Services, Merchant grants Layout a perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate that feedback without restriction or compensation.
18. Acceptable Use
Merchant will not, and will not permit any user to:
Use the Services in violation of law
Attempt to gain unauthorized access to systems, data, or accounts
Interfere with or disrupt the Services
Upload malware or harmful code
Use the Services to send deceptive, unlawful, abusive, or spam communications
Misuse ordering, loyalty, gift card, referral, or promotional functionality
Attempt to access data outside Merchant’s authorized scope
Use the Services in a way that could harm Layout, end users, other merchants, or third parties
Layout may investigate suspected misuse and may suspend or terminate access where appropriate.
19. Suspension and Termination
Layout may suspend, restrict, or terminate Merchant’s access to some or all of the Services at any time if:
Merchant violates this Agreement
Merchant creates legal, security, operational, reputational, or financial risk
A third-party provider requires restriction
Merchant fails to pay fees when due
Layout discontinues the relevant Service
Layout reasonably believes suspension is necessary to protect the platform, other merchants, end users, or third parties
Merchant may stop using the Services at any time and may cancel recurring billing through the dashboard billing panel or by emailing billing@layoutmobile.com.
Sections that by their nature should survive termination will survive, including sections relating to payment obligations, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and governing law.
20. Disclaimers
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYOUT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND RELIABILITY.
WITHOUT LIMITING THE ABOVE, LAYOUT DOES NOT WARRANT THAT:
The Services will be uninterrupted, error-free, or completely secure
Any feature will remain available
Any integration will function without interruption
Any sync, payment, loyalty, gift card, dashboard, messaging, or order-status workflow will always perform without delay or error
Any issue will be resolved within a specific time
The Services will meet every operational, legal, or commercial requirement of Merchant
21. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYOUT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYOUT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF:
THE TOTAL AMOUNT PAID BY MERCHANT TO LAYOUT IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM
OR
ONE HUNDRED U.S. DOLLARS ($100)
Some jurisdictions do not allow certain limitations, so parts of this section may not apply.
22. Indemnification
Merchant agrees to defend, indemnify, and hold harmless Layout and its officers, directors, employees, affiliates, contractors, licensors, and service providers from and against any claims, demands, actions, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
Merchant’s use of the Services
Merchant Content
Merchant’s products, services, promotions, pricing, communications, or business practices
Merchant’s violation of this Agreement
Merchant’s violation of applicable law
Merchant’s infringement or violation of any third-party right
23. Governing Law and Venue
This Agreement is governed by the laws of the State of California, without regard to conflict of law principles.
Any dispute arising out of or relating to this Agreement or the Services will be brought exclusively in the state or federal courts located in California, and each party consents to the personal jurisdiction and venue of those courts, except where applicable law requires otherwise.
24. Changes to This Agreement
Layout may update this Agreement from time to time. When Layout does, it will post the revised version and update the Effective Date or Last Updated date above.
By continuing to use the Services after updated terms become effective, Merchant agrees to the revised Agreement.
25. Contact
If you have questions about this Agreement, you may contact us at:
Layout, Inc.