Terms of Service

Introduction

These Terms of Service ("Terms") govern your use of LocalLayer's website (www.locallayer.ai) and services, including Custom PWA development, AI Voice Agent development, and related services. By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree with these Terms, you may not use our services.

Effective Date: March 5, 2026
Company: LocalLayer, operated by Kevin Monangai

1. Acceptance of Terms

By visiting our website or engaging LocalLayer for services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy. These Terms constitute a legally binding agreement between you and LocalLayer. If you are using our services on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Services Description

LocalLayer provides digital services to local businesses, including:

• Custom PWA Development: Custom progressive web application functioning as both a website and an installable mobile app, $1,500 one-time with required $250/month retainer for hosting, maintenance, security updates, and push notification infrastructure.
• AI Voice Agent Development: AI-powered voice agent for customer interactions, $2,999 one-time with required $250/month retainer for hosting, monitoring, and prompt tuning, plus voice-platform usage billed at cost (typically $50 to $150/month).
• The Full Stack Bundle: Custom PWA and AI Voice Agent combined, $3,999 one-time with required $450/month retainer, plus voice-platform usage billed at cost.

All services are described in detail during your discovery call and confirmed in a Statement of Work (SOW) before work begins.

3. Free Preview & No-Obligation Model

LocalLayer operates on a free preview model:

• Initial Build: We build your project (Custom PWA or AI Voice Agent) upfront at our own cost as a preview before you commit to purchase.
• No Obligation Until Approval: You have no financial obligation until you review and approve the preview. You are under no obligation to purchase.
• Preview Property: Until you sign an engagement agreement and make full payment, all preview deliverables remain the property of LocalLayer. You may not use, distribute, or commercially exploit preview work without payment.
• Approval & Payment: Upon your approval of the preview, an engagement agreement is executed and full payment of the one-time fee is due. Ongoing retainers begin upon payment.

4. Payment Terms

All payments are processed securely through Stripe. Payment terms are as follows:

• One-Time Fees: Due in full upon approval of preview and execution of the engagement agreement. Payment must be received before delivery of final files and full access.
• Monthly Retainers: Billed automatically via Stripe on a recurring basis. The first retainer invoice is due upon project completion; subsequent invoices are due on the same day each month.
• Payment Method: All payments must be made via Stripe payment links provided by LocalLayer. We do not accept checks, wire transfers, or other methods unless explicitly agreed to in writing.
• Late Payments: Payment is due within 15 days of invoice date (Net 15). Accounts more than 15 days overdue may be subject to suspension of services without further notice.
• Right to Suspend: LocalLayer reserves the right to suspend all services, including hosting and support, if payment is not received. Suspension does not relieve you of payment obligations.
• Refunds: One-time fees are non-refundable once work begins. Monthly retainers may be cancelled with 30 days written notice, effective from the next billing cycle. No refunds are issued for partial months.

5. Intellectual Property

Intellectual property ownership is structured as follows:

• Pre-Payment Ownership: All work product, including code, design files, documentation, and deliverables, is the exclusive property of LocalLayer until full payment is received.
• Post-Payment License: Upon receipt of full payment, LocalLayer grants you a limited, non-exclusive, perpetual license to use the deliverables for your intended business purpose only. You do not own the work product; you license it from LocalLayer.
• LocalLayer Retains Rights: LocalLayer retains all rights to reuse code frameworks, design patterns, technical architecture, algorithms, and non-client-specific elements in other projects or products. You may not claim ownership of these elements.
• Client Content: You grant LocalLayer a license to use any content, logos, images, or brand materials you provide solely for the purpose of creating your deliverables. LocalLayer may display your project in its portfolio with your permission.
• No Transfer of Ownership: Nothing in these Terms transfers ownership of LocalLayer's pre-existing intellectual property, tools, templates, or methodologies to you. You may not reverse-engineer, modify, or sublicense the deliverables without written permission.

6. Client Responsibilities

As a client, you are responsible for:

• Accurate Information: Providing accurate, complete, and truthful information about your business, goals, and requirements.
• Timely Feedback: Providing feedback and approval promptly. Delays in your approval or feedback may extend project timelines and retainer start dates.
• Access & Credentials: Providing necessary access, credentials, and third-party permissions (e.g., domain registrars, hosting providers, calendar and CRM integrations) as required.
• Content Provision: Supplying all content, copy, images, logos, and materials needed for your project in a timely manner.
• Legal Compliance: Ensuring that all content you provide does not infringe on third-party intellectual property, violate laws, or violate these Terms.
• Communication: Maintaining regular communication with LocalLayer and responding to requests within 5 business days when possible.

7. AI Voice Agent Terms

If you engage LocalLayer to build an AI Voice Agent, the following terms apply:

• Call Recording Disclosure: Your AI Voice Agent may record calls with customers. You are solely responsible for complying with all applicable laws regarding call recording consent, including state two-party consent laws. You must provide appropriate notice to callers that calls are being recorded.
• Client Compliance Responsibility: LocalLayer is not liable for your failure to comply with call recording laws. Any legal claims arising from non-compliant recording practices are your responsibility exclusively.
• Data Handling: Call recordings, transcripts, and metadata are handled in accordance with our Privacy Policy. You control access to and use of this data.
• Retainer Requirement: AI Voice Agent service requires a $250/month retainer for hosting, monitoring, prompt tuning, and platform maintenance. Voice-platform usage (typically $50 to $150/month) is billed at cost in addition to the retainer. The retainer is mandatory and does not include premium customization beyond the agreed scope.
• Uptime & Performance: LocalLayer makes reasonable efforts to maintain service availability but does not guarantee 100% uptime. Service disruptions due to third-party providers (voice platforms, cloud infrastructure) are not LocalLayer's liability.

8. SMS & Text Message Communications

By engaging with LocalLayer — including scheduling a call, booking a demo, or speaking with our team by phone — you consent to receive SMS text messages from LocalLayer related to your inquiry. These messages may include appointment booking links, scheduling confirmations, and follow-up information about our services.

• Message Frequency: LocalLayer sends a limited number of text messages per interaction, typically one message containing a booking or scheduling link. We do not send recurring marketing messages without additional consent.
• Message & Data Rates: Standard message and data rates may apply depending on your mobile carrier and plan.
• Opt-Out: You may opt out of receiving text messages at any time by replying STOP to any message. After opting out, you will receive a one-time confirmation message and no further texts will be sent.
• Help: For assistance, reply HELP to any message or contact us at kevin@locallayer.ai or (201) 298-7757.
• Consent Not Required for Purchase: Consent to receive text messages is not a condition of purchasing any goods or services from LocalLayer.
• Supported Carriers: Messages are sent via standard SMS and are compatible with all major U.S. carriers.

9. Hosting & Maintenance

If LocalLayer hosts your Custom PWA or AI Voice Agent or provides ongoing maintenance:

• Best-Effort Uptime: LocalLayer makes commercially reasonable efforts to maintain service availability. Uptime is not guaranteed and not subject to service level agreements (SLAs).
• Third-Party Services: Custom PWAs are hosted on Vercel and installed by end users via browser home-screen prompts. AI Voice Agents run on third-party voice platforms (e.g., Vapi, Twilio). LocalLayer is not liable for outages, policy changes, or actions taken by these third-party providers.
• Maintenance Scope: The scope of maintenance services (bug fixes, updates, feature requests) is defined in your SOW or retainer agreement. Work beyond scope is billed separately.
• Retainer Continuation: Hosting and maintenance retainers must remain active to keep your PWA or voice agent live. Failure to pay retainer fees will result in service suspension.

10. Limitation of Liability

To the fullest extent permitted by law, LocalLayer's total liability for any claims, damages, or losses arising from these Terms or your use of our services is limited to the fees you have paid to LocalLayer in the 12 months preceding the claim. This cap applies regardless of the nature of the claim (contract, tort, negligence, etc.).

In no event shall LocalLayer be liable for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Lost profits, revenue, business opportunities, or data.
• Business interruption or loss of goodwill.
• Damages arising from third-party services, platform outages, or forces beyond LocalLayer's control.
• Damages arising from your use of the deliverables in ways not approved by LocalLayer.

Some jurisdictions do not allow limitation of liability, in which case this section applies to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless LocalLayer, its owners, employees, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the deliverables.
• Your content, data, or materials provided to LocalLayer.
• Your violation of any law or third-party rights.
• Your failure to comply with these Terms.
• Your failure to comply with call recording laws or other regulatory requirements applicable to your use of the services.
• Claims by third parties regarding content or functionality you requested.

LocalLayer will promptly notify you of any claim and cooperate in its defense.

12. Warranty Disclaimer

The services and deliverables are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied. LocalLayer specifically disclaims:

• Any warranty of merchantability or fitness for a particular purpose.
• Any warranty of non-infringement or absence of defects.
• Any warranty that the services will be uninterrupted, error-free, or secure.
• Any warranty regarding third-party services or platforms used in delivering the services.

You assume all risk and responsibility for your use of the deliverables. LocalLayer does not warrant that the services will meet your expectations or requirements.

13. Termination

Either party may terminate the engagement as follows:

• Termination for Convenience: Either party may terminate an engagement with 30 days written notice to the other party.
• Monthly Retainers: Monthly retainers may be cancelled at any time with 30 days written notice. Cancellation is effective from the next billing cycle.
• Immediate Termination: LocalLayer may terminate immediately and without notice if you breach these Terms (including non-payment), engage in illegal activity, or breach the engagement agreement.
• Upon Termination: You retain all paid-for deliverables and may continue using them under the license granted. You lose access to ongoing services (hosting, support, maintenance, updates) and cannot make new requests.
• Outstanding Obligations: Termination does not relieve you of outstanding payment obligations or indemnification duties.

14. Dispute Resolution & Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles.

• Binding Arbitration: Any dispute arising from or related to these Terms or your use of our services shall be resolved by binding arbitration in New Jersey, not by court litigation. The arbitration shall be conducted under the American Arbitration Association (AAA) Commercial Arbitration Rules.
• Class Action Waiver: You waive the right to participate in any class action, class arbitration, or representative action against LocalLayer. All disputes must be brought in your individual capacity.
• Small Claims Exception: Notwithstanding the above, you may bring small claims in small claims court if your claim qualifies under that court's jurisdiction and procedures.
• Costs: Each party bears its own attorneys' fees and costs unless otherwise awarded by the arbitrator.

15. Force Majeure

Neither party is liable for failure to perform obligations under these Terms caused by circumstances beyond reasonable control, including acts of God, war, terrorism, pandemic, government action, natural disasters, or third-party platform failures (e.g., cloud provider outages, hosting platform unavailability, voice-platform outages). Affected parties must provide prompt notice and make reasonable efforts to resume performance.

16. Severability

If any provision of these Terms is determined by a court or arbitrator to be invalid, unenforceable, or illegal, that provision shall be severed, and the remaining provisions shall remain in full force and effect. The parties will attempt to negotiate a replacement provision that achieves the original intent.

17. Entire Agreement

These Terms of Service, together with any Statement of Work (SOW), engagement agreement, and our Privacy Policy, constitute the entire agreement between you and LocalLayer regarding the services. All prior negotiations, understandings, and agreements are superseded. No modification to these Terms is valid unless made in writing and signed by both parties.

18. Modifications to Terms

LocalLayer may update these Terms at any time by posting the updated version on our website with a new effective date. Continued use of our website or services following the posting of changes constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms periodically for changes.

19. Contact Information

For questions, concerns, or notices regarding these Terms, please contact:

• Email: kevin@locallayer.ai
• Website: www.locallayer.ai
• Company: LocalLayer, operated by Kevin Monangai

We will respond to your inquiry within 10 business days.