Terms & conditions

8. RESTRICTED ACTIVITIES AND LIABILITY

• In connection with your use of our website, your Account, Layup Services, or in the course of your interactions with us, other Users, or third parties, you agree and undertake that you will not:
  
  

• • Breach this Agreement, the Acceptable Use Policyor any other agreement or policy that you have entered into with us;

• • Violate any law, statute, ordinance, or regulation;

• • Infringe Layup’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

• • Purchase illegal and/or counterfeit goods/services;

• • Act in a manner that is defamatory, threatening or harassing to Layup, Layup Users, other Layup Merchant or any third party;

• • Provide false, inaccurate or misleading information to Layup and/or Layup Users and/or the general public;

• • Send or receive what we reasonably believe to be potentially fraudulent funds;

• • Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;

• • Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;

• • Conduct your business or use Layup Services in a manner that results in or may result in complaints, disputes, fees, fines, penalties or other liability to Layup, Users, third parties or you;

• • Have a credit score from a credit reporting agency that indicates a high level of risk associated with your use of Layup Services;

• • Use your Account or Layup Services in a manner that Layup, or any other EFT network reasonably believes to be an abuse of the EFT system or a violation banking law;

• • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website, mobile App or Layup Services;

• • Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;

• • Use Layup Services to test payment behaviours;

• • Circumvent any Layup policy or determinations about your Account such as temporary or indefinite suspensions or other limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Layup Account(s) when an Account has been restricted, suspended or otherwise limited; creating new or additional Layup Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Layup Account;

• • Circumvent any Layup policy or determinations about your Account such as temporary or indefinite suspensions or other limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Layup Account(s) when an Account has been restricted, suspended or otherwise limited; creating new or additional Layup Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Layup Account;
    
    

• ACTIONS BY LAYUP: If Layup, in its sole and absolute discretion, believes that you may have engaged in any restricted activities, we may take various actions to protect Layup, Users, other third parties, or you from fees, fines, penalties and any other liability. The actions we may take include, but are not limited to, the following:
  
  

• • We may close, suspend, or limit your access to your Account or Layup Services (such as limiting your ability to accept payments, make withdrawals, or remove financial Information);

• • We may contact Merchants you have interacted with, contact your bank, and/or warn other Users, law enforcement, or impacted third parties of your actions;

• • We may update inaccurate Information you provided us;

• • We may refuse to provide Layup Services to you in the future;

• • We may hold any Balance for up to 180 Days if reasonably needed to protect us against the risk of liability or if you have violated our Acceptable Use Policy; and

• • We may take legal action against you.
    
    

• YOUR LIABILITY: You are responsible for all fees, fines, penalties and other liability incurred by Layup, a User, or a third party caused by or arising out of your breach of this Agreement, and/or your use of Layup Services. You agree to reimburse Layup, a User, or a third party for any and all such liability.
  
  

• AUTHORISATION TO REIMBURSE: In the event that you are liable for any amounts owed to Layup, you authorize Layup to immediately remove such amounts from your Account or your bank account on file. If you do not have sufficient funds in your Account or your bank account, you acknowledge that Layup may engage in collection efforts to recover such amounts from you.
  
  

• ACTIONS BY LAYUP – COURT ORDERS OR OTHER LEGAL PROCESS: Layup, in its sole discretion, may take various actions including any limitation on your Account or the funds in it and/or releasing any or all of your funds in the event it receives notice of a court order or other legal process that restricts the use of or access to your funds or requires their release. Layup will give notice of a limitation it makes to comply with a court order or other legal process, unless the court order or other process directs that Layup does not provide you notice, in which case the court order or other process supersedes any notice obligation Layup has undertaken or agreed to under the terms of this Agreement. Layup has no obligation to contest or appeal from any such order or process.
  
  

• ACTIONS BY LAYUP – ACCOUNT CLOSURE, TERMINATION OF SERVICE AND RELATED MATTERS: If we close your Account or terminate your use of Layup Services for any reason, we will provide you with notice of our actions. Except as expressly provided otherwise in this Agreement, if we limit access to your Account, including through a Reserve or hold, we will provide you with notice of our actions; we will also provide you with an opportunity to request restoration of access if, in our sole discretion, we deem it appropriate.
  
  

• LIMITATION OF LIABILITY: IN NO EVENT SHALL LAYUP IT’S, AFFILIATES, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE LAYUP SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND AFFILIATES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LAYUP, OUR PARENT, AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM:

• • YOUR USE OF OR YOUR INABILITY TO USE LAYUP’S SITES AND SERVICES;

• • DELAYS OR DISRUPTIONS IN LAYUP’S SITES AND SERVICES;

• • VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING LAYUP’S SITES OR SERVICES OR ANY SITE OR SERVICE LINKED TO LAYUP’S’S SITES OR SERVICES;

• • GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN LAYUP’S SITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM;

• • THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES;

• • A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT;

• • YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS MERCHANT AGREEMENT OR LAYUP’S POLICIES.
  • LAYUP RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS MERCHANT AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.
    
    

No Warranty: THE LAYUP SERVICES ARE PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, TACIT OR STATUTORY. LAYUP, OUR PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF LAYUP, OUR PARENT OR OUR AFFILIATES, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Layup does not have any control over the products or services that are paid for with Layup Services and Layup cannot ensure that the party you are transacting with will actually complete the transaction or is authorized to do so. Layup does not guarantee continuous, uninterrupted or secure access to any part of Layup Services, and operation of our site may be interfered with by numerous factors outside of our control. Layup will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but Layup makes no representations or warranties regarding the amount of time needed to complete processing because Layup Services are dependent upon many factors outside of our control, such as delays in the banking system.