FOREWORD

Layup Inc. has not yet established a partnership with a bank. The following terms and conditions outline the proposed terms and conditions that Layup customers will be subject to upon signing up for a bank account (see definitions), in addition to the terms and conditions that are currently applicable to their prize linked account (see definitions).

Introduction

These Terms of Use apply to you and are binding on you if you choose to Participate.

You must read these Terms of Use in their entirety before checking the box for acceptance. By accepting these Terms of Use during the registration process, you confirm that you have read and agree to be bound by these Terms of Use, which include and are linked to our Sweepstakes Rules, Privacy Policy, and other terms relevant to your Participation.

If you do not agree with any provision of these Terms of Use or any other linked policy, rules, or terms, you must not check the box for acceptance, and you must not use the Service.

ONLY PLAYERS IN THE STATES OF THE UNITED STATES OF AMERICA (EXCLUDING ARKANSAS AND GEORGIA) ARE ELIGIBLE TO ENTER SWEEPSTAKES AND SIGN UP TO LAYUP. SUBJECT TO THESE TERMS OF USE AND THE SWEEPSTAKES RULES.

Layup is a non-bank business that offers banking services in partnership with <BANK_NAME>. Layup does not hold the funds or fiduciary responsibility of a customer's bank account but may provide support services to the customer at the behest of <BANK_NAME>.

1. DEFINITIONS

Bank Account refers to a specific direct deposit account held at <BANK_NAME>.

Prize-Linked Account refers to a customer's balance of Layup Points and its usage for entering sweepstakes.

Layup Points are in-app elements that are used to enter into Layup Sweepstakes. Layup Points have no monetary value and cannot under any circumstance be exchanged for cash or prizes of monetary value.

Layup Sweepstakes means any sweepstakes or mode that requires Layup Points to enter.

Customer Account encompasses the entire profile of a customer, made up of the Bank Account and Prize-Linked Account.

Low Balance Account means a Bank Account as defined in <BANK_ACCOUNT_CONTRACT_AT_SIGN_UP>.

Platform means a mobile application or technology belonging to, or licensed to, Layup, Inc.

Participation/To Participate is when a customer enters a sweepstakes using Layup points.

Fraudulent Conduct means any of the conduct described in the Section 4.

Player means any person who Participates.

Sweepstakes Service means the availability and provision of the Sweepstakes and the Platform that enable you to Participate.

Platform Service means the availability and provision of monetary services excluding Sweepstakes participation, for example, checking account balances and spending money.

Sweepstakes Rules means the Sweepstakes Rules available on the Platform.

Terms of Use means these terms of use, as amended from time to time.

Third-party websites means a third-party website not controlled by us.

Content means text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and other material used, displayed, or available as part of the Games and Platform.

We, or our means Layup, Inc.

Website means the website located at www.trylayup.com, any other related sites operated by us, and all subdomains, subpages, and successor sites thereof.

2. YOUR PARTICIPATION

Restrictions

2.1 You hereby declare and warrant that:

2.1. (a) you are over 18 years of age.

2.1. (b) you are a resident of the United States of America and are not participating while in the states of Arkansas or Georgia.

2.1. (d) all information that you provide to us during the term of validity of these Terms of Use is true, complete, and correct, and you will immediately notify us of any change to such information;

2.2. It is a Player’s responsibility to ensure that their Participation is lawful in their jurisdiction. Any person who is knowingly in breach of this clause, including any attempt to circumvent this restriction, for example, by using a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information about your location or place of residence, or by Participating through a third party or on behalf of a third party located in a jurisdiction where it is unlawful to Participate, is in breach of these Terms of Use. You may be committing fraud and may be subject to criminal prosecution.

Eligible Players

2.3. Employees and former employees (less than 3 years since cessation of employment) of Layup, Inc are not eligible to Participate.

3. YOUR CUSTOMER ACCOUNT

Single Account

3.1. You are allowed to have only one Customer Account on the Platform. If you attempt to open more than one Customer Account, all accounts you have opened or try to open may be canceled or suspended and the consequences described in Section 10.2 may be enforced.

3.2. You must notify us immediately if you notice that you have more than one registered Customer Account on any one Platform.

Accuracy

3.3. You are required to keep your registration details up to date at all times. If you change your address, email, phone number, or any other contact or personal information contact support@trylayup.com in order to update your details. The name that you provide to us at registration must be identical to that listed on your government-issued identification.

Password

3.4. As part of the registration process, you will have to choose a password to login into the Platform. It is your sole and exclusive responsibility to ensure that your login details are kept secure. You must not disclose your login details to anyone. We are not responsible for any abuse or misuse of your Customer Account by third parties due to your disclosure of your login details to any third party, whether such disclosure is intentional or accidental, active or passive. If your password is lost or stolen, or if there is unauthorized use of your account, contact us immediately at support@trylayup.com.

Account Transfers

3.5. You are not allowed to transfer Layup Points between Customer Accounts or from your Customer Account to other players.

Low Balance Accounts

3.6. We reserve the right to deactivate and close your Customer Account if it has been deemed as being a Low Balance Account for 30 consecutive days. Notification will be provided in line with <BANK_ACCOUNT_CONTRACT_AT_SIGN_UP>.

Closing of Customer Accounts

3.7. If you wish to close your Customer Account you may do so at any time by selecting the “Contact Us” link on the Platform and submitting a request to close your Customer Account. The effective closure of the Customer Account will correspond with the termination of the Terms of Use.

3.8. You will be able to open your Customer Account again by sending a request to the Customer Support team. All requests for the re-opening of an account will be evaluated by our Customer Support and Compliance teams, which shall abide by strict customer protection guidelines. Discretion to Refuse or Close Accounts

3.9. We reserve the right to refuse or close a Customer Account at our sole discretion but any contractual obligations already made by us will be honored accordingly.

4. FRAUDULENT CONDUCT

4.1. You will not, directly or indirectly:

4.1. (a) hack into any part of the Sweepstakes or Platform through password mining, phishing, or any other means;

4.1. (b) attempt to modify, reverse engineer, or reverse-assemble any part of the Sweepstakes or Platform;

4.1. (c) knowingly introduce viruses, Trojans, worms, logic bombs, spyware, malware, or other similar material;

4.1. (d) engage in any form of cheating or collusion;

4.1. (e) use the Platform Services or Sweepstakes Services and the systems of Layup, Inc to facilitate any type of illegal money transfer (including money laundering proceeds of crime); or

4.1. (f) participate in or take advantage of, or encourage others to participate in or take advantage of schemes, organizations, agreements, or groups designed to share:

4.1. (g) (i) special offers or packages emailed to a specific set of players and redeemable by URL; or

4.1. (g) (ii) identification documents (including, but not limited to, photographs, bills, and lease documents) for the purpose of misleading Layup, Inc as to a customer's identity.

4.2. You must not use the Platform for any unlawful or fraudulent activity or prohibited transaction (including Fraudulent Conduct) under the laws of any jurisdiction that applies to you. We monitor all transactions in order to prevent money laundering.

4.3. If Layup, Inc suspects that you may be engaging in or have engaged in fraudulent, unlawful, or improper activity, including money laundering activities or any conduct that violates these Terms of Use, your access to the Platform Services and Sweepstakes Services will be deactivated immediately, and your Customer Account may be suspended. In addition, Layup, Inc may pass any necessary information on to the relevant authorities, other online service providers, banks, credit card companies, electronic payment providers, or other financial institutions. You will cooperate fully with any Layup, Inc investigation into such activity.

4.4. If you suspect any unlawful or fraudulent activity or prohibited transaction by another Player, please notify us immediately via the means of communication listed in the Customer Complaints procedure (described in Section 8).

5. INTELLECTUAL PROPERTY

5.1. The computer software, the computer graphics, the Platform and the user interface that we make available to you is owned by, or licensed to, Layup, Inc or its associates and protected by copyright laws. You may only use the software for your own personal, recreational uses in accordance with all rules, terms of use we have established (including these Terms of Use and the Sweepstakes Rules) and in accordance with all applicable laws, rules and regulations.

5.2. You acknowledge that Layup, Inc is the proprietor or authorized licensee of all intellectual property in relation to any Content.

5.3. Your use of the Sweepstakes and Platform does not provide you with any intellectual property rights in the Content

Sweepstakes or Platform.

5.4. You grant us and represent and warrant that you have the right to grant us, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free license to use in whatever way we see fit, any information, images, videos, comments, messages, music or profiles you publish or upload to any website or social media page controlled and operated by Layup, Inc.

5.5. You must not reproduce or modify the Content in any way, including by removing any copyright or trademark notice.

5.6. All trademarks and logos displayed in the Sweepstakes and Platform are the property of their respective owners and are protected by applicable trademark and copyright laws.

6. DISRUPTIONS AND CHANGE

No warranties

6.1. The Sweepstakes Service is provided on an “as is” basis and to the fullest extent permitted by law, we make no warranty or representation, whether express or implied, in relation to the satisfactory quality, fitness for purpose, completeness or accuracy of the Sweepstakes Services.

Malfunctions

6.2. Layup, Inc is not liable for any downtime, server disruptions, lagging, or any technical or political disturbance to the sweepstakes or customer accounts, nor attempts by you to Participate by methods, means or ways not intended by us.

6.3. Layup, Inc accepts no liability for any damages or losses which are deemed or alleged to have arisen out of or in connection with any Platform or its content, including, without limitation, delays or interruptions in operation or transmission, loss or corruption of data, communication or lines failure, any person’s misuse of a Platform or its content or any errors or omissions in content.

6.4. In the event of a Platform system malfunction, all sweepstakes on that Platform is void.

6.5. In the event a Sweepstakes is started but fails to conclude because of a failure of the system, Layup, Inc will reinstate the amount of Layup Points entered in the Sweepstakes to you by crediting it to your Customer Account. Layup, Inc reserves the right to alter Prize-Linked Account balance and account details to correct such mistakes.

6.6. Layup, Inc reserves the right to remove any part of the Sweepstakes from the Platform at any time. Layup Points balances that may be due to misconfiguration or a bug, will be canceled and removed from the Platform. Points balances and account details may be altered in such cases in order to correct any mistake.

Change

6.7. Layup, Inc reserves the right to suspend, modify, remove or add content to its application or Sweepstakes at its sole discretion with immediate effect and without notice to you. We will not be liable to you for any loss suffered as a result of any changes made or for any modification or suspension of or discontinuance of the application or Sweepstakes, and you will have no claims against Layup, Inc in such regard.

Sweepstakes Service Suspension

6.8. We may temporarily suspend the whole or any part of the Sweepstakes Service for any reason at our sole discretion. We may, but will not be obliged to, give you as much notice as is reasonably practicable of such suspension. We will restore the Sweepstakes Sweepstakes Service, as soon as is reasonably practicable, after such temporary suspension.

7. PRIVACY POLICY

7.1. Layup, Inc is committed to protecting and respecting your privacy. Layup, Inc complies with all applicable data protection and privacy laws. For further details, please see our Privacy Policy.

8. COMPLAINTS AND CUSTOMER SUPPORT

8.1. If you would like to contact our Customer Support department or have a complaint regarding our Services, you may contact us by selecting the “Contact Us” link on the Platform and filling in the form or by emailing

8.2. Customer complaints/claims of any nature must be submitted within 3 months of the issue occurring.

8.3. TO PROTECT YOUR PRIVACY, ALL EMAIL COMMUNICATIONS BETWEEN YOU AND LAYUP, INC SHOULD BE CARRIED OUT USING THE EMAIL ADDRESS THAT YOU HAVE REGISTERED AGAINST YOUR CUSTOMER ACCOUNT HELD WITH LAYUP, INC. FAILURE TO DO SO MAY RESULT IN OUR RESPONSE BEING DELAYED.

8.4. The following information must be included in any written communication with Layup, Inc (including a complaint):

8.4. (a) your username;

8.4. (b) your email address;

8.4. (b) your first and last name, as registered on your Customer Account;

8.4. (c) a detailed explanation of the complaint/claim; and

8.4. (d) any specific dates and times associated with the complaint/claim (if applicable).

8.5 Layup will endeavor to resolve all issues in a timely manner. At present we expect to engage with your communication within 3 business days. Failure to provide correctly all relevant information may result in a delay in the processing of you complaint/claim 

9. ALTERNATIVE DISPUTE RESOLUTION

9.1. If, at the conclusion of the process described in Section 8, you are not satisfied with the resolution of your complaint by the relevant member of Layup, Inc in the first instance, you may pursue alternative dispute resolution. All disputes shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of Pennsylvania or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

10. DEACTIVATION / LIMITATION / SUSPENSION OF ACCOUNT

10.1. Layup, Inc hereby reserves the right to deactivate, limit, suspend, freeze or close your Customer Account for any reason whatsoever at any time without notifying you.

10.2, we hereby reserve the right, at our sole discretion, to deactivate, freeze, suspend or close your Customer Account (notwithstanding any other provision contained in these Terms of Use) where we have reason to believe that you have engaged or are likely to engage in any of the following activities:

10.2. (a) you breached, or assisted another party to breach, any provision of these Terms of Use or the Sweepstakes Rules, or we have a reasonable ground to suspect such breach;

10.2. (b) you have more than one Customer Account on any Platform;

10.2. (c) your communication with us consists of harassment or offensive behavior or comments, including (but not limited to) threatening, derogatory, abusive or defamatory statements or remarks, or obscene, offensive or explicit language that may include the use of profanities;

10.2. (d) your Customer Account is deemed to be a Low Balance Account;

10.2. (e) you become bankrupt;

10.2. (f) you provide incorrect or misleading information while registering or verifying a Customer Account including, but not limited to, name, state of residence, date of birth and/or any other identity details;

10.2. (g) your identity cannot be verified;

10.2. (h) you attempt to use your Customer Account through a VPN, proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your citizenship, location or place of residence, or by playing Sweepstakes using the website through a third party or on behalf of a third party;

10.2. (i) you are not over 18 years of age;

10.2. (j) you are located in a jurisdiction outside those detailed l;

10.2. (k) you have allowed or permitted (whether intentionally or unintentionally) someone else to Participate using your Customer Account;

10.2. (l) you have failed our due diligence procedures, or are found to be colluding, cheating, money laundering or undertaking any kind of fraudulent activity; or

10.2. (m) it is determined by Layup, Inc that you have employed or made use of any system (including, but not limited to, machines, computers, software or other automated systems such as bots) designed specifically to gain an unfair advantage.

10.3. If Layup, Inc deactivates or suspends your Prize-Linked Account for any of the reasons referred to in Section 10.2 above, you will be liable for any and all claims, losses, liabilities, damages, costs and expenses incurred or suffered by Layup, Inc (together “Claims” ) arising therefrom and you will indemnify and hold Layup, Inc harmless on demand for such Claims.

10.4. If we have reasonable grounds to believe that you have participated in any of the activities set out in Section 10.2 above then we reserve the right to withhold all or part of the Prize-Linked Account balance and/or recover from your Bank Account any prizes that are attributable to any of the activities contemplated in Section 10.2. In such circumstances, your details may be passed on to any applicable regulatory authority, regulatory body or any other relevant external third parties.

10.5. The rights set out in this Section are without prejudice to any other rights that we may have against you under these Terms of Use or otherwise.

11. INDEMNITY AND LIMITATION OF LIABILITY

Indemnity

You will indemnify and hold the Company and its Affiliates harmless with respect to any suits or claims arising out of 

11.1X Your breach of these Terms of Use, including, but not limited to, any infringement by you of the copyright or intellectual property rights of any third party; 

11.2 Your fraudulent or malicious use of the Platform and or Sweepstakes Services or your misuse or abuse of the Platform and or Sweepstakes Services; 

11.3 Your violation of applicable laws, rules or regulations in connection with your use of the Platform and or Sweepstakes Services

11.4 Your use of Materials generated or uploaded by you in accordance with these Terms of Use. 

YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY, ITS THIRD-PARTY VENDORS, CORPORATE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS AND DEMANDS, INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF ANY CONTENT SUBMITTED, POSTED, OR OTHERWISE PROVIDED BY YOU TO THE COMPANY AND/OR ITS THIRD PARTY ADVERTISERS AND ANY BREACH BY YOU OR YOUR AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY PROVISIONS OF THESE TERMS OF USE.

Limitation of Liability

11.5. LAYUP, INC ACCEPTS NO LIABILITY FOR ANY LOSS OR DAMAGE HOWSOEVER ARISING BEYOND THIS AMOUNT WHICH IS DEEMED OR ALLEGED TO HAVE ARISEN OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION. THIS INCLUDES, WITHOUT LIMITATION, DELAYS OR INTERRUPTIONS IN OPERATION OR TRANSMISSION, LOSS OR CORRUPTION OF DATA, COMMUNICATION OR LINES FAILURE, ANY PERSON’S MISUSE OF THE GAMES OR THE PLATFORM OR THEIR CONTENT OR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE GAMES OR THE PLATFORM.

Negligence

11.6. NOTHING IN THESE TERMS OF USE WILL OPERATE SO AS TO EXCLUDE ANY LIABILITY OF LAYUP, INC FOR FRAUD, DEATH OR PERSONAL INJURY THAT IS CAUSED BY LAYUP, INC.

Survival of Obligations

11.7. THIS SECTION  SURVIVES THE TERMINATION OF THESE TERMS OF USE FOR ANY REASON.

12. OTHER 

Entire Agreement

12.1. These Terms of Use constitute the entire agreement between you and us with respect to your Participation and, save in the case of fraud, supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to your Participation.

Amendments

12.2. Layup, Inc reserves the right to amend these Terms of Use, or to implement or amend any procedures, at any time. Any amendments will be published on the Platform and such changes will be binding and effective immediately.

12.3. Whenever we amend these Terms of Use in a way that would limit your current rights or which may be to your detriment, we will notify you upon your next visit to the Platform and you will be required to re-confirm your acceptance prior to playing any Games. If you do not agree to the amended Terms of Use, you must stop using the Platform.

Tax

12.4. You are solely responsible for any taxes which apply to any Prizes that you collect from your Participation.

Force Majeure

12.5. Layup, Inc will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that are caused by events outside of our reasonable control.

No agency

12.6. Nothing in these Terms of Use will be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and us.

Severability

12.7. If any of the Terms of Use are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will, to that extent, be severed from these Terms of Use. All remaining terms, conditions and provisions will continue to be valid to the fullest extent permitted by law. In such cases, the part deemed invalid or unenforceable will be amended in a manner consistent with the applicable law to reflect, as closely as possible, Layup, Inc original intent.

Explanation of Terms of Use

12.8. We consider these Terms of Use to be open and fair. If you need any explanation regarding these Terms of Use or any other part of our Service contact support@trylayup.com.

12.9. The Terms of Use prevail over any communication via email or chat.

12.10. All correspondence between you and us may be recorded.

Assignment

12.11. These Terms of Use are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We reserve the right to assign, transfer or delegate any of our rights and obligations hereunder to any third party without notice to you.

Business Transfers

12.12. In the event of a change of control, merger, acquisition, or sale of assets of Layup, Inc, your Customer Account and associated data may be part of the assets transferred to the purchaser or acquiring party. In such an event, we will provide you with notice via email or via our Platform explaining your options with regard to the transfer of your Customer Account.

Language

12.13. These Terms of Use may be published in several languages for information purposes and ease of access by players but will all reflect the same principles. It is only the English version that is the legal basis of the relationship between you and us and in case of any discrepancy between a non-English version and the English version of these Terms of Use, the English version will prevail.

Applicable Law and Jurisdiction

12.14. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms of Use, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of Pennsylvania or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York. These Terms of Use were last updated on November 09, 2022. 

*The sweepstakes accessible via the Layup app are solely sponsored and administered by Layup, Inc. Apple & Google are not a sponsor of, affiliated with, or responsible for conducting, the sweepstakes. © Copyright 2023, Layup, Inc All rights reserved.