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 game-specific or promotion-specific 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 ALABAMA, GEORGIA, IDAHO, MINNESOTA, MISSISSIPPI, NEVADA, SOUTH CAROLINA, AND WASHINGTON) ARE ELIGIBLE TO REDEEM PRIZES. SUBJECT TO THESE TERMS OF USE AND THE SWEEPSTAKES RULES. PLAYERS IN OTHER JURISDICTIONS MAY PLAY THE GAMES BUT ARE NOT ABLE TO REDEEM PRIZES. YOU CAN REQUEST REDEMPTION OF ANY PRIZES BY SELECTING THE “REDEEM” BUTTON ON THE PLATFORM. PRIZES SHALL BE PAID TO YOUR VERIFIED FINANCIAL ACCOUNT OR ONLINE WALLET, ACCESSIBLE THROUGH THE WALLET ON THE PLATFORM. SEE SWEEPSTAKES RULES FOR FULL DETAILS.

1. DEFINITIONS

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.

Customer Account means an account held by a Registered Customer.

Layup Cash means sweepstakes prize subject to the Sweepstakes Rules. We may give you Layup Cash free of charge when you sign up to the Platform or via free alternative methods of entry as set out in the Sweepstakes Rules. You may win more Layup Cash when you play Sweepstakes Games. YOU CANNOT PURCHASE Layup Cash.

Layup Points means the virtual social gaming currency which enables you to play the Layup Points Games. Layup Points have no monetary value and cannot under any circumstance be exchanged for cash or prizes of monetary value. The only monetary value that can be derived from the use of Layup Points is in the form of Layup Cash.

Layup Point Game means any game or mode played with Layup Point currency. We may give you Layup Points free of charge when you sign up to a Platform and thereafter at regular intervals when you log in to the Platform. You may win more Layup Points when you play the Layup Points Games. Layup Points Games are social games and you cannot win monetary prizes when you play Layup Points Games.

Fraudulent Conduct means any of the conduct described in Section 6.1.

Game means any one or more Layup Point Game(s) or Sweepstakes Game(s) available on the Platform. We reserve the right to add and remove Games from the Platform at our sole discretion.

Inactive Account means a Customer Account which has not recorded any log in or log out for a period exceeding 12 consecutive months.

Participate means any of the conduct described in Section 1, including playing any Games or using our Platform in any manner whatsoever.

Platform means a mobile application, or technology belonging to, or licensed to, Layup, Inc.Player or you means any person who Participates.

Prizes means prizes won playing Sweepstakes Games with Layup Cash which are redeemable under the Sweepstakes Rules.

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

Stake means the amount of Layup Points used in a Game.

Sweepstakes Rules means the Sweepstakes Rules available on the Platform.Sweepstakes Game means any game played with Layup Cash.

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.

Wallet means the section of the Platform that displays Player balances.

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 or such higher minimum legal age of majority as stipulated in the jurisdiction of your residence and are, under the laws applicable to you, allowed to participate in the Games offered on the Platform;

2.1. (b) you participate in the Games for recreational and entertainment purposes only

2.1. (c) you participate in the Games on your own behalf and not on the behalf of any other person;

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 any of its respective affiliates, advertising agencies, or any other company or individual involved with the design, production, execution or distribution of the Games and their immediate family (spouse, parents,, siblings and children, whether the relationship is by birth, marriage or adoption) and household members (people who share the same residence at least 3 months of the year) are not eligible to Participate.

Acceptance

2.4. By accepting these Terms of Use you agree that your Participation is at your sole option, discretion and risk. You will have no claims whatsoever against Layup, Inc or any of its partners, or respective directors, officers or employees in relation to any losses you incur.

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 cancelled or suspended and the consequences described in Section 13.3 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, unless you login to your Customer Account using the Apple®, Facebook® or Google ® login facility in which case your password on those platforms will apply. It is your sole and exclusive responsibility to ensure that your login details are kept securely. 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 or Layup Cash between Customer Accounts, or from your Customer Account to other players, or to receive Layup Points or Layup Cash from other Customer Accounts into your Customer Account, or to transfer, sell and/or acquire Customer Accounts.

Inactive Customer Accounts

3.6. We reserve the right to deactivate your Customer Account if it is deemed to be an Inactive Account.

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 in our sole discretion but any contractual obligations already made by us will be honored accordingly.

4. GAMES

Rules

4.1. Games offered on the Platform may have their own rules which are available on each Platform. It is your responsibility to read the rules of a Game before playing. You must familiarize yourself with the applicable terms of play and read the relevant rules before playing any Game.

Layup Points or Layup Cash Purchases and Refund Policy

4.2. You can not purchase additional Layup Points or Layup Cash.

Layup Points and Layup Cash Balances

4.3. You may participate in any Game only if you have sufficient Layup Points as shown in your Wallet on the Platform. We will not extend you any credit whatsoever for the purchase of Layup Points or otherwise.

4.4. Layup Points do not have any real money value.

4.5. Layup Cash does not have any real money value.

4.6. Layup Points that have been submitted for play and accepted cannot be changed, withdrawn or cancelled and the Sweps Points or will be drawn from your Layup Points balance instantly.4.8. In accordance with the Sweepstakes Rules:

4.7. Layup Points that have been submitted for play and accepted cannot be changed, withdrawn or cancelled and the Sweps Points or will be drawn from your Layup Points balance instantly.

4.8. In accordance with the Sweepstakes Rules:

Void Games

4.8. We reserve the right to declare Participation in any Game void, partially or in full, if, in our sole discretion, we deem it obvious that there was an error, mistake, misprint or technical error on the pay-table, win-table, minimum or maximum stakes, odds or software.

Final Decision

4.9. In the event of a discrepancy between the result showing on a Game or Platform and Layup, Inc or its affiliate’s server software, the result showing on Layup or its affiliate’s server software will be the official and governing result.

5. PROMOTIONS

5.1. All promotions, including Sweepstakes Games, contests, special offers and bonuses are subject to these Terms of Use, the Sweepstakes Rules and to additional terms that may be published at the time of the promotion.

5.2. In the event and to the extent of any conflict between these Terms of Use and any promotion-specific terms and conditions, the promotion-specific terms and conditions will prevail.

5.3. Layup, Inc reserves the right to withdraw or modify such promotions without prior notice to you.

5.4. If, in the reasonable opinion of Layup, Inc, we form the view that a Registered Customer is abusing any promotion, to derive any advantage or gain for themselves or other Registered Customers, including by way of Fraudulent Conduct, we may, at our sole discretion, withhold, deny or cancel any advantage, bonus or Prize as we see fit.

5.5. Without limiting Section 5.4, you confirm that you grant Layup, Inc an irrevocable, perpetual, worldwide, non-exclusive, royalty-free licence to use in whatever way we see fit, and without further acknowledgement of you as the author, any Content you post or publish as part of a promotion, contest or competition.

6. FRAUDULENT CONDUCT

6.1. You will not, directly or indirectly:

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

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

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

6.1. (d) circumvent the structure, presentation or navigational function of any Game so as to obtain information that Layup, Inc has chosen not to make publicly available on the Platform;

6.1. (e) engage in any form of cheating or collusion;

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

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

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

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

6.2. 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.

6.3. 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 which violates these Terms of Use, your access to the Services will be deactivated immediately and your Customer Account may be suspended. If your Customer Account is deactivated or suspended under such circumstances, Layup, Inc is under no obligation to redeem any Layup Cash or Prizes that may be in your Customer Account. 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.

6.4. 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 11).

7. INTELLECTUAL PROPERTY

7.1. 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.

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

7.3. Your use of the Games and Platform does not provide you with any intellectual property rights in the Content, Games or Platform.

7.4. 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.

7.5. You must not reproduce or modify the Content in any way, including by removing any copyright or trademark notice.7.6. All trademarks and logos displayed in the Games and Platform are the property of their respective owners and are protected by applicable trademark and copyright laws.

8. DISRUPTIONS AND CHANGE

No warranties

8.1. The 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 Services.

Malfunctions

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

8.3. 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.

8.4. In the event of a Platform system malfunction all Game play on that Platform is void.

8.5. In the event a Game is started but fails to conclude because of a failure of the system, Layup, Inc will reinstate the amount of Layup Points or Layup Cash played (whichever applicable) in the Game to you by crediting it to your Customer Account. Layup, Inc reserves the right to alter Player balances and account details to correct such mistakes.

8.6. Layup, Inc reserves the right to remove any part of the Games from the Platform at any time. Any part of the Games that indicate incorrect behavior affecting Prize redemption, game data, Layup Points balances, Layup Cash balances or other balances, that may be due to misconfiguration or a bug, will be cancelled and removed from the Platform. Player balances and account details may be altered in such cases in order to correct any mistake.

Change

8.7. Layup, Inc reserves the right to suspend, modify, remove or add content to its application or Games 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 Games and you will have no claims against Layup, Inc in such regard.

Service Suspension

8.8. We may temporarily suspend the whole or any part of the 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 Service, as soon as is reasonably practicable, after such temporary suspension.

9. VIRUSES

9.1. Although we take all reasonable measures to ensure that the Platform and Games are free from computer viruses we cannot and do not guarantee that the Platform and Games are free of such problems. It is your responsibility to protect your systems and have in place the ability to reinstall any data or programs lost due to a virus.

10. PRIVACY POLICY

10.1. Layup, Inc is committed to protecting and respecting your privacy. Layup, Inc complies with all applicable data protection and privacy laws.

10.2. Our Privacy Policy is inseparably linked to these Terms of Use and its acceptance is a prerequisite to Customer Account registration.

10.3. You hereby consent to receive marketing communications from Layup, Inc in respect of its offerings by way of email, post, SMS and telephone notifications, any of which you may unsubscribe from at any time by contacting support@trylayup.com

11. COMPLAINTS AND CUSTOMER SUPPORT

11.1. 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

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

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

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

11.4. (a) your username;

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

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

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

11.5. Failure to submit a written communication with the information outlined above may result in a delay in our ability to identify and respond to your complaint/claim in a timely manner. Upon receipt, we will endeavor to reply to your communication within 48 hours. Further, best efforts will be made to resolve any complaint/claim promptly and, at a maximum, within 10 days. If for some reason you are not satisfied with the resolution of your complaint/claim, you may pursue alternative dispute resolution.

12. ALTERNATIVE DISPUTE RESOLUTION

12.1. If, at the conclusion of the process described in Section 11, 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 Delaware, 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 Delaware.

13. DEACTIVATION / LIMITATION / SUSPENSION OF ACCOUNT

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

13.2. Without limiting Section

13.1, we hereby reserve the right, at our sole discretion, to deactivate or suspend 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:

13.2. (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;

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

13.2. (c) the name registered on your Customer Account does not match the name on the financial/bank account and/or the credit/debit card(s) used to make purchases on the said Customer Account;

13.2. (d) 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;

13.2. (e) your Customer Account is deemed to be an Inactive Account;13.2. (f) you become bankrupt;

13.2. (g) 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;

13.2. (h) your identity cannot be verified;

13.2. (i) 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 Games using the website through a third party or on behalf of a third party;

13.2. (j) you are not over 18 years of age;

13.2. (k) you are located in a jurisdiction where Participation is illegal;

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

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

13.2. (n) 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.

13.3. If Layup, Inc deactivates or suspends your Customer Account for any of the reasons referred to in Section 13.2 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.

13.4. If we have reasonable grounds to believe that you have participated in any of the activities set out in Section 13.2 above then we reserve the right to withhold all or part of the balance and/or recover from your Customer Account any Prizes or virtual funds that are attributable to any of the activities contemplated in Section 13.2. In such circumstances, your details may be passed on to any applicable regulatory authority, regulatory body or any other relevant external third parties.

13.5. If your Customer Account is confirmed to have been deactivated due to fraudulent or illegal activity by you, the redeemed value of any Prizes credited to your Customer Account will be forfeited.

13.6. Layup, Inc is a platform for recreational use only. If your Customer Account is determined, in our best judgment, to be professional or non-recreational, we reserve the right to limit your ability to play.

13.7. The rights set out in this Section 13 are without prejudice to any other rights that we may have against you under these Terms of Use or otherwise.

14. INDEMNITY AND LIMITATION OF LIABILITY

Indemnity

14.1. YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS US, OUR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS AND AFFILIATES, OUR ULTIMATE PARENT AND PARENT COMPANIES AND ANY OF OUR OR THEIR SUBSIDIARIES AGAINST ANY AND ALL COSTS, EXPENSES, LIABILITIES AND DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE OR OTHER) ARISING FROM ANY PARTICIPATION BY YOU, INCLUDING WITHOUT LIMITATION:

14.1. (a) VISITING, USE OR RE-USE OF THE PLATFORM;

14.1. (b) USE OR RE-USE OF THE PLATFORM BY MEANS OF TELECOMMUNICATION SERVICES;

14.1. (c) RE-USE OF ANY MATERIALS AT, OR OBTAINED FROM, THE PLATFORM OR ANY OTHER SOURCE WHATSOEVER;

14.1. (d) ENTRY TO, OR USE OR RE-USE OF THE PLATFORM SERVERS;

14.1. (e) FACILITATING OR MAKING A PAYMENT INTO YOUR CUSTOMER ACCOUNT;

14.1. (f) PLAYING THE GAMES THROUGH ANY DELIVERY MECHANISM OFFERED; AND

14.1. (g) ACCEPTANCE AND USE OF ANY PRIZE.

Limitation of Liability

14.2. SWEEPS TECHNOLOGIES, 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

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

Survival of Obligations

14.4. THIS SECTION 14 SURVIVES THE TERMINATION OF THESE TERMS OF USE FOR ANY REASON.

15. SWEEPS TECHNOLOGIES, INC CO NOT A FINANCIAL INSTITUTION

Interest

15.1. You will not receive any interest on outstanding Prizes and you will not treat Layup, Inc as a financial institution.

No legal or tax advice

15.2. Layup, Inc does not provide advice regarding tax and/or legal matters. Players who wish to obtain advice regarding tax and legal matters are advised to contact appropriate experts and advisors in the field.

No arbitrage

15.3. You are strictly prohibited from utilizing the Services and the systems of Layup, Inc to facilitate arbitrage through currency exchange transactions. Where Layup, Inc deems that you have deliberately used the systems for financial gain through arbitrage, any gains will be forfeited and deducted from your balance without warning or notification.

16. OTHER

Entire Agreement

16.1. 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

16.2. 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.

16.3. 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

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

Force Majeure

16.5. 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 is caused by events outside of our reasonable control.

No agency

16.6. 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

16.7. 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

16.8. 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.

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

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

Assignment

16.11. 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

16.12. 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

16.13. 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

16.14. 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 Deleware, 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 Pennsylvania.These Terms of Use were last updated on November 09, 2022.*The sweepstakes accessible via the Layup app is solely sponsored and administered by Layup, Inc. Apple & Google are not a sponsor of, affiliated with, or responsible for conducting, the sweepstakes. © Copyright 2022, Layup, Inc All right reserved.

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