Developer Terms
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These Developer Terms ("Developer Terms") are an agreement between Layout, Inc., a Delaware corporation ("Layout," "we," "us"), and the company or individual that creates a Layout developer account ("you" or "Developer"). They govern your access to the Layout API, the Layout connector, the developer console, sandbox and live keys, and related documentation (together, the "Platform").
By creating a developer account, requesting production access, or using the Platform, you agree to these Developer Terms. If you accept them for a company, you confirm that you have authority to bind it.
1. How These Terms Fit Together
Our Terms and Conditions also apply to you as an "Integrator," the term they use for developers, and our Data Processing Agreement forms part of these Developer Terms. Where these Developer Terms conflict with the Terms and Conditions about your use of the Platform, these Developer Terms control. Some features, such as the Card Handoff API, need a separate signed agreement, and that agreement controls for its feature.
2. Definitions
- App means any application, agent, assistant, or service you build or operate that uses the Platform.
- End User means a person who uses your App to place orders or make reservations through Layout.
- Merchant means a restaurant or other business where an order is placed or a reservation is made.
- Booking Platform means a third-party restaurant reservation service on which an End User holds their own account.
- Keys means the sandbox and live credentials Layout issues to you.
3. Access and Production Review
3.1 License. Subject to these Developer Terms, Layout grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the Platform to build and operate your App, in line with our documentation and rate limits.
3.2 Sandbox and production. Sandbox Keys are for building and testing, and never place real orders or reservations. Live Keys are issued only after Layout reviews and approves a production request. Layout may approve, deny, or ask for more information about any request at its discretion.
3.3 Accurate information. The information you give us about your company, your App, its users, and how End Users approve orders must be accurate and kept current. Tell us before your App changes in a way that would change those answers.
3.4 Suspension and revocation. Layout may suspend, throttle, or revoke your Keys, any App, any feature, or your account at any time, with or without notice, including to protect End Users, Merchants, Booking Platforms, Layout, or our providers, or where we suspect misuse, fraud, or a breach of these Developer Terms.
4. Your End Users
4.1 Their own Layout account. Each End User connects their own Layout account to your App and accepts Layout's Terms and Conditions and Privacy Policy. Orders are charged to that End User's own payment method. You may not connect an account that is not the End User's own, or act for an End User who has not connected.
4.2 Real confirmation. Before an order is placed, your App must show the End User the items, the Merchant and location, the total, and the card that will be billed, using the figures Layout's API returns without changing them, and get the End User's affirmative confirmation. Before a reservation is made, your App must show the restaurant, date, time, party size, and any deposit, card requirement, or cancellation or no-show fee, and get the End User's affirmative confirmation. A confirmation must come from the End User. Your App may not confirm on an End User's behalf, assume confirmation, or pre-select it.
4.3 Records. Keep a record of each confirmation, showing what the End User was shown and when they confirmed, for at least two years, and give it to Layout within five business days if we ask.
4.4 Disclosures. Tell End Users clearly that orders and reservations are placed through Layout, that Merchants and Booking Platforms are independent and not affiliated with Layout or your App, and how their data is used, including any AI processing in your App. Your App must have its own terms and privacy policy.
4.5 Eligibility. Your App may serve only End Users who are at least 18 years old and located in the United States.
5. Merchants and Booking Platforms
5.1 No affiliation. Merchants and Booking Platforms are independent businesses. Unless Layout says so expressly for a specific business, Layout has no affiliation, partnership, or agreement with them, and they have not endorsed Layout or your App.
5.2 Availability. Which Merchants and Booking Platforms the Platform reaches may change at any time. Layout may add or remove any of them, including when an owner asks to be removed, and does not guarantee that any of them will be available.
5.3 Their names and marks. These Developer Terms give you no rights in any Merchant's or Booking Platform's name, logo, menu, or images. You may name them to tell End Users where they can order or book, but you may not suggest that they or Layout endorse, sponsor, or partner with your App.
6. Acceptable Use
You and your App may not:
- Place orders or reservations an End User did not confirm, or test with real orders outside the sandbox
- Resell, transfer, or trade reservations, book tables that End Users do not intend to use, or repeatedly book or watch for openings to hold scarce tables
- Test cards, load cards in bulk, or use a card that does not belong to the End User
- Bypass or manipulate spending lines, order codes, rate limits, fees, or any other control
- Share, sell, or expose Keys, or let another business use the Platform through your Keys
- Resell or sublicense access to the Platform as a standalone service without our written permission
- Scrape, copy, or bulk export Platform data, or use Platform output to train a machine learning model, without our written permission
- Misrepresent your identity, your App, or your relationship with Layout, a Merchant, or a Booking Platform
- Use the Platform unlawfully, or in a way that would cause Layout to break the law, card network rules, or its own agreements
7. Security
Keep Keys secret and secure, and rotate them if they may have been exposed. You are responsible for everything done with your Keys. Tell us at security@layout.link within 24 hours of learning of any unauthorized use of your Keys or any security incident affecting End Users of your App.
8. Data
8.1 Use of Platform data. You may use data you receive from the Platform only to provide your App to the End User it concerns. You may not sell it or use it for advertising.
8.2 Your content. You keep ownership of what you send us. You grant Layout a worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, modify, and display it as needed to provide and support the Platform. Layout may use what you send to improve the Platform only in a form that does not identify any End User. You confirm that you have the rights to send it.
8.3 Personal data. Our Data Processing Agreement governs personal data Layout processes on your behalf. Layout's handling of End Users' own Layout accounts is governed by our Privacy Policy.
9. Fees
Using the Platform costs you nothing unless a feature's published pricing or a signed agreement says otherwise. End Users pay for their own orders under Layout's Terms and Conditions. You are responsible for any taxes on fees you owe.
10. Changes to the Platform
Layout may change, deprecate, or discontinue any part of the Platform. We will use reasonable efforts to give notice of breaking changes to the API through our changelog or by email.
11. Confidentiality and Publicity
Non-public information about the Platform, including Keys, unreleased features, and pricing, is Layout's confidential information. Use it only to build your App, and protect it as you protect your own. You may say that your App uses Layout. Neither party may otherwise use the other's name or logo in marketing without permission.
12. Disclaimers
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAYOUT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LAYOUT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY MERCHANT OR BOOKING PLATFORM WILL BE AVAILABLE, OR THAT ANY ORDER OR RESERVATION WILL BE ACCEPTED OR FULFILLED.
Layout is not responsible for deposits, cancellation fees, or no-show fees charged by a Booking Platform or restaurant.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S TOTAL LIABILITY UNDER THESE DEVELOPER TERMS IS LIMITED TO THE GREATER OF THE FEES YOU PAID LAYOUT IN THE TWELVE MONTHS BEFORE THE CLAIM AND ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITS DO NOT APPLY TO YOUR OBLIGATIONS UNDER SECTIONS 4, 6, 7, AND 14, OR TO A PARTY'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
14. Indemnification
You will defend, indemnify, and hold harmless Layout and its officers, directors, employees, and contractors from any third-party claim, and the resulting losses, costs, and reasonable legal fees, arising from your End User disclosures and confirmations, your content, your breach of these Developer Terms, or your violation of law or of a third party's rights. This does not cover claims that arise only from how Layout itself places orders or makes reservations.
15. Term and Termination
These Developer Terms last while you have a developer account. You may end them at any time by deleting your developer account. Layout may end them on 30 days' notice to you, or immediately under Section 3.4. When they end, your Keys stop working and you must stop using the Platform. Sections 4.3, 6, 8, and 11 to 16 survive.
16. General
Governing law. These Developer Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts in Delaware.
Changes. Layout may update these Developer Terms. We will give at least 30 days' notice of material changes by email or in the developer console, unless a change is needed sooner for legal or security reasons. Continuing to use the Platform after a change takes effect means you accept it.
Assignment. You may not assign these Developer Terms without our written consent. Layout may assign them in a merger, acquisition, financing, or sale of assets.
Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture, or agency between Layout and you.
Notices. We send notices to the email on your developer account. You send notices to legal@layout.link.
Entire agreement. These Developer Terms, with the documents named in Section 1, are the entire agreement between the parties about the Platform. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in effect. Not enforcing a provision is not a waiver of it.
17. Contact Us
Layout, Inc.
legal@layout.link