Last updated: October 12, 2026
By registering as a Participant in Layer's Referral Program, consisting of the Peer-to-Peer Referral Program and the Enterprise Referral Program ("Program") you are agreeing to these Referral Program Terms (these "Program Terms"), which constitute a binding agreement between Layer AI, Inc. ("Layer", "we" or "us") and you, an existing customer of Layer who has an active and valid Layer account ("Participant" or "you").
1. Definitions
When used in these Program Terms, these defined terms shall have the following meaning:
1.1. "AUP" means Layer's Acceptable Use Policy available at https://www.layer.ai/acceptable-use.
1.2. "Creative Units" or "CUs" mean units of measurement used to quantify the tokens of generated content utilized within Layer's platform, with each Creative Unit representing the portion of an AI model's computational or generative capacity expended during the process of generating or modifying content. Program-awarded CUs have no monetary value, are non-transferable, are not redeemable for cash, and are subject to forfeiture under these Program Terms.
1.3. "Closed-Won Referral" means an Enterprise Referral that directly and materially leads to a paid subscription entered into by the Referred User during the Eligible Period.
1.4. "Eligible Period" means the six (6) months after Layer's written approval of a Potential Customer. If these Program Terms or Participant's Program participation terminates, the Eligible Period continues for three (3) months after termination, unless Layer terminated for Participant's breach.
1.5. "Enterprise Referral" means a referral submitted through a Referral Link to https://layer.ai/contact-sales with a referralCode query parameter. Attribution is tracked through Layer's CRM.
1.6. "Enterprise Referral Program" means Layer's enterprise referral program, to which Section 5 applies.
1.7. "Layer Agreement" means Layer's Terms of Service, available at https://layer.ai/terms-of-service or any other written and binding agreement between Participant and Layer with respect to Participant's access and use of Layer's Platform. Capitalized terms not defined in these Program Terms have the meanings given in the Layer Agreement.
1.8. "Peer-to-Peer Referral Program" means Layer's peer-to-peer referral program, to which Section 4 applies.
1.9. "Platform" means Layer's AI-powered content creation platform and its underlying technologies.
1.10. "Potential Customer" means a Referred User that Participant submits to Layer before referral activity commences under the Enterprise Referral Program and that Layer may approve in writing, in Layer's sole discretion, after reviewing the submitted information.
1.11. "Referred User" means a natural person or legal entity other than a Layer employee, affiliate, or household member who registers a new Layer workspace for the first time through a Participant's Referral Link. Referrals to an existing or former Layer customer, or to a workspace controlled by or affiliated with the Participant, do not qualify.
1.12. "Referral Link" means the unique tracking link provided by Layer to the Participant for attributing referrals to that Participant.
2. Eligibility
2.1. To participate in any part of the Program, you must: (a) enter into a Layer Agreement and have a registered Layer workspace; (b) maintain your account in good standing, with no outstanding payment disputes and no violations of the Layer Agreement or the AUP; (c) not be a Layer employee or a member of the immediate household of a Layer employee; and (d) if an individual, be at least eighteen (18) years of age, or if a legal entity, be qualified and in good standing in each jurisdiction where you do business. Enterprise Referral Program participants may be subject to additional eligibility requirements stated in these Program Terms. Layer may reject any application or revoke Participant status at any time if eligibility requirements are not met.
2.2. Upon being deemed an eligible Participant by Layer, Layer shall further determine, in its sole discretion, whether such Participant is part of Layer's Enterprise Referral Program or Peer-to-Peer Referral Program.
3. Referral Activities and Obligations
3.1. Participant will promote the Referral Link to potential users of the Services in accordance with Layer's instructions and these Program Terms.
3.2. In performing its obligations hereunder, Participant will comply with any applicable laws on marketing (such as the US CAN-SPAM Act of 2003 and any other applicable federal, state and foreign laws, rules and regulations). In any case, Participant will only send emails to people Participant has permission to send to and who have granted such permission by "opting-in" to receive emails.
3.3. Without derogating from the provisions of Section 6.1, Participant expressly undertakes not to promote the Referral Link or the Platform in any manner which is prohibited by or would violate any applicable law or regulation, or which would otherwise be inappropriate.
3.4. Participant represents, warrants, and undertakes that: (a) Participant has the power, legal capacity, and authority to enter into and perform its obligations under these Program Terms and does not use automated means or bots to register for a Program; (b) if a legal entity, Participant is qualified and in good standing to do business in each jurisdiction where Layer provides products and services; (c) Participant has not and will not violate any third-party rights, including privacy rights and intellectual property rights; (d) Participant will comply with applicable trade and export control laws; (e) Participant will comply with the AUP, including when generating and sharing Content; and (f) Participant shall not make or publish any disparaging statements, whether orally or in writing, about Layer, the Services, or its personnel that could harm Layer's reputation, goodwill, or business.
3.5. Layer's measurements and calculations concerning Referred Users and Potential Customers, attribution, qualification, amounts received, and CU rewards are final.
3.6. For clarity, there are no cash awards under the Referral Program unless separately agreed in writing between Layer and the Participant.
4. Peer-to-Peer Referral Program
The following provisions shall only apply to Participants of Layer's Peer-to-Peer Program:
4.1. A referral qualifies for Peer-to-Peer Referral rewards only if: (a) the Referred User registers a new Layer workspace; (b) the Referred User is a first-time Layer user with no prior workspace and is not an existing or former Layer user; (c) the referral is not a self-referral or a referral to the Participant's own workspace; (d) the Referred User is not controlled by or affiliated with the Participant and is not the Participant's affiliate, employee, contractor, or household member; (e) the Referred User clicks the Participant's Referral Link before registration; and (f) the Referred User's workspace converts to a paid plan, as described on Layer's pricing page at https://www.layer.ai/pricing. Only the first Referral Link clicked by the Referred User counts.
4.2. Within 60 days of a valid referral, the Participant and the Referred User shall each receive 25% of the Referred User's first month subscription fee as CUs, credited to their respective workspaces. All Peer-to-Peer Program rewards are automatic and denominated exclusively in CUs. No cash, check, wire transfer, or other monetary payment shall be made.
4.3. Layer may, in its discretion, provide referral activity reports for the Peer-to-Peer Referral Program Participant upon request.
5. Enterprise Referral Program
The following provisions shall only apply to Participants of Layer's Enterprise Referral Program:
5.1. Before submitting a Potential Customer under the Enterprise Program, Participant must provide Layer with the relevant information about such Referred User. Layer has sole discretion to approve or reject. No Enterprise Referral reward is payable if, during the preceding twelve (12) months, the Potential Customer was an open opportunity or qualified deal in Layer's CRM, was introduced by a third party, was in active discussions with Layer, or was an existing Layer customer. Layer may grant a written exception for a dormant lead that Participant clearly reactivates. Layer's records are conclusive evidence for these determinations.
5.2. To qualify for a reward for a Closed-Won Referral, the subscription underlying the Closed-Won Referral must be executed during the Eligible Period.
5.3. For a Closed-Won Referral subscription, Participant shall receive ten percent (10%) of the Potential Customer's actual paid CU entitlement for the first twelve (12) months after the Closed-Won Referral's subscription start date, capped at up to one hundred thousand (100,000) CUs. The reward is calculated only on CU amounts actually received by Layer, on a pro rata basis if Layer receives only part of the applicable amount, and excludes taxes, refunds, credits, and third-party pass-through amounts.
5.4. Closed-Won Referral rewards are credited quarterly within thirty (30) days after the end of the quarter following Layer's actual receipt of the applicable amount. Layer will provide a quarterly report of the amounts received and the resulting reward calculation.
5.5. If a Referred User cancels, refunds, charges back, reverses, disputes, fails to pay, or otherwise reduces or rescinds the subscription within 12 months of the subscription start date, the related reward is forfeited in proportion to the amount of CUs cancelled or refunded to the Potential Customer. If Layer has already credited the reward, Layer may deduct the credited CUs from Participant's workspace balance or from future CU rewards.
5.6. Participant shall not make representations or warranties about Layer's Platform, products or services or furnish printed materials, without Layer's prior written consent.
5.7. Without detracting from any confidentiality obligations in the Layer Agreement, any non-public information disclosed by Layer in connection with an Enterprise Referral, including pricing information, shall be deemed Layer's confidential information. Participant may use it only for the Enterprise Referral Program participation, must return or destroy it at Layer's request or upon termination, and must protect it for five (5) years after termination (or indefinitely where it qualifies as a trade secret, for as long as it qualifies).
5.8. Participant's right to receive a reward survives termination for Closed-Won Referral subscriptions executed before termination and otherwise within the Eligible Period. Notwithstanding, that right ceases on the termination date if Layer terminates Participant's Program participation or the Layer Agreement for Participant's breach.
5.9. Notwithstanding Section 9 of these Program Terms, in case of an alleged breach of these Program Terms by an Enterprise Referral Program Participant, Participant shall be provided a 7 days cure period following Layer's notice of the breach to attempt to cure it before Layer may terminate the Participant's participation (if such breach is curable). In addition, notwithstanding Section 10 of these Program Terms, any adverse change to Enterprise Referral reward rates shall only take effect on the next calendar quarter.
5.10. Your participation in the Enterprise Referral Program is non-exclusive, and Layer may engage other referrers, partners, brokers, finders, or sales consultants for the same prospect. Any offline referral, finder, broker, or similar agreement between Participant and Layer shall supersede these Enterprise Referral Program Terms to the extent of any conflict.
6. Disqualifications; Prohibited Conduct
6.1. Participant shall not receive CU rewards for referrals that do not qualify under the applicable Program terms, cancelled or refunded workspaces, self-referrals, referrals to controlled or affiliated workspaces, or Potential Customers that Layer has not verified.
6.2. The following are prohibited conduct and may lead to immediate disqualification and termination of your participation in the Program (a) self-referrals, including creating multiple or fictitious accounts to earn rewards; (b) paying for advertising or promotion of Referral Link without Layer's prior written consent; (c) spamming, mass messaging, or unsolicited distribution of Referral Link; (d) misrepresenting your relationship with Layer or your experience with Layer's products; (e) manipulating engagement metrics, including artificial likes, views, or shares; (f) sharing Referral Link on commercial platforms, marketplaces, or content farms where it will be presented as a sponsored recommendation; (g) claiming rewards for referrals you know to be invalid or fraudulent; (h) using automated means, bots, or scripts to generate referrals; (i) bidding on Layer's brand terms or trademarks in search engine marketing without prior written consent; (j) creating websites with a similar look and feel to Layer's official website, or misleading any person into thinking you represent Layer; (k) targeting individuals under eighteen (18) or minors in their respective jurisdictions; (l) placing Referral Link on couponing or cashback sites, or purchasing Layer products through Referral Link to obtain discounts; or (m) any other conduct that Layer determines, in its sole discretion, constitutes gaming, abuse, or manipulation of the Programs.
7. Investigation and Enforcement
Layer reserves the right to investigate all referral and reward activity at any time. If Layer determines or reasonably suspects that any reward was earned through Prohibited Conduct, fraudulent means, or a violation of these Program Terms, Layer may, without prior notice: (a) cancel or revoke any pending or previously credited CU rewards; (b) suspend or permanently terminate Participant's participation in any or all Programs; (c) recover previously issued CU rewards from Participant's workspace balance; and (d) suspend or terminate Participant's Layer account in accordance with the Layer Agreement. Fraud constitutes a material breach of these Program Terms, and Participant is not entitled to CU rewards accrued through fraud. Layer's determination of fraud or abuse is final.
8. Privacy
Layer's collection and use of personal data in connection with the Program is governed by Layer's Privacy Policy at https://www.layer.ai/privacy-policy, as amended from time to time.
9. Term and Termination
Your participation in the Referral Program under these Program Terms becomes effective on the date you register for any program hereunder and continues indefinitely. Either party may terminate these Program Terms and Participant's membership in a Program at any time, for any reason, by written notice to the other party. Layer may suspend or terminate Participant's Referral Program membership for cause, for a breach or alleged breach of these Program Terms, including any prohibited conduct under Section 6.2. Upon termination of your participation in the Program, CU rewards already credited to your workspace remain in the workspace, except where those rewards were earned through prohibited conduct or in violation of these Program Terms, which are forfeited on termination.
10. Program Modification
Layer may modify, suspend, or terminate any part of the Program or these Program Terms at any time. Material changes will be communicated through the Layer Platform or by email with reasonable notice where practicable. Continued participation in the Program after notice of a change constitutes acceptance of the updated terms. Layer may adjust reward levels with notice, and adjustments will not affect CUs already earned and credited.
11. No Warranties
LAYER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE PROGRAM AND CUS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12. Limitation of Liability
Subject to applicable law, and except in case of Layer's fraud or willful misconduct, Layer will not be liable to Participant for indirect, special, or consequential damage or loss of any kind, or for loss of business, profits, revenue, contracts, or anticipated savings, or for loss, damage, or corruption of data, even if Layer has been advised of the possibility of such damages or losses. In any event and under any circumstances, Layer's aggregate and total liability arising from these Program Terms will not exceed the value of CU rewards credited to Participant under these Program Terms during the six (6) months preceding the last event giving rise to the liability.
13. Tax Provisions
Participant is solely responsible for reporting and paying taxes applicable to rewards received under these Program Terms. Where required by law or any of its third party partners involved in disbursement of awards, Layer may collect tax identification information, issue appropriate tax documentation, withhold taxes, and request additional documentation to verify Participant's tax status.
14. Indemnification
Participant agrees to defend, indemnify, and hold Layer, its subsidiaries and affiliates, and their officers, directors, employees, agents, and representatives harmless from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with: (a) Participant's violation of these Program Terms; or (b) Participant's violation of applicable law or any third-party right, including intellectual property or privacy rights.
15. Intellectual Property
Layer grants Participant a limited, revocable, non-exclusive, non-transferable and non-sublicensable right during participation in the Program to use the Referral Link and any brand materials Layer may provide to Participant solely to promote the Platform in accordance with these Program Terms. Participant must comply with Layer's trademark, copyright, and other intellectual property requirements and brand guidelines. Layer retains all rights in the Platform, its trademarks, logos and brand, and any derivative thereof.
16. Miscellaneous
The governing law and dispute resolution provisions of the Layer Agreement (including any arbitration clause) and the miscellaneous or general section thereof shall apply to the Program Terms with applicable changes.