Welcome to Laylo, Inc. (“Laylo, Inc.”, “Laylo”, “Company”, “we”, “our” or “us”)! As you have just clicked our Terms of Service, please pause, grab a cup of coffee and carefully read the following pages. It will take you approximately 20 minutes.

These Terms of Service (“Terms” or “Terms of Service”) govern your use of our web pages located at https://laylo.com and all of our services, software, technical and communications platform(s) available on and through our website (the “Site”) or otherwise on all platforms (collectively, the “Services”). For the avoidance of doubt, these Terms govern the individual, company and/or organizational (including, without limitation, any customer, vendor, event organizer, supplier, advertiser, sponsor or other business partner of Laylo) (collectively, “Customers”) purchase and/or use of any of the Services,

Laylo, Inc.’s Privacy Policy (the “Privacy Policy”) also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here https://laylo.com/privacy.

Your agreement with us includes these Terms, our Privacy Policy (https://laylo.com/privacy), our Cookie Policy (https://laylo.com/cookies), and if applicable, our the Laylo Data Import Addendum (collectively, “Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound of them.

If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at [email protected] so we can try to find a solution. These Terms apply to all visitors, users, and others who wish to access or use Service.

Thank you for being responsible.

By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials, and other information we may send. However, you may opt-out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at [email protected].

If you wish to purchase any product or service made available through Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order, or other reasons.

We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Service may be governed by rules that are separate from these Terms of Service. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms of Service, Promotion rules will apply.

By signing up for the Services, you agree to the current plans and pricing located at https://laylo.com/pricing. Please see more below under “Pricing; Price Changes”.

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Laylo, Inc. cancels it. In addition, you will be billed monthly for any Services that you purchase from Laylo, Inc., including messaging usage, add-on subscriptions, one-time charges and any other applicable costs, fees and charges. A valid payment method, including a credit card, is required to process the payment for your subscription and/or your purchase of other Services. You shall provide Laylo, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By providing a payment method, you represent and warrant that you are authorized to use such payment method. By submitting such payment information, you automatically authorize Laylo, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

You agree your payment method will automatically be charged recurring renewal fees on the first day of the renewal term unless you cancel your Subscription. You may change or cancel your Subscription renewal either through your online account management page or by contacting Laylo, Inc. customer support team; however, you will be charged for all outstanding payments and charges, including, without limitation, any renewed Subscription, before the cancellation of your Subscription is processed. You agree to notify us of any changes required to keep your payment method-on-file current. You agree that failure to keep your payment method-on-file

current may result in interruption to your use of the Services.

Should automatic billing fail to occur for any reason, Laylo, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

We do not store your payment method information. They are processed by our payment processors ("Payment Processors"). The processing of your payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to these Terms. We are not responsible for error by the Payment Processors. By choosing to use Services you are authorizing our Payment Processors to charge your payment for the Subscription fees associated with the Services that you sign up for. Any payment method that you provide must be valid, and kept current by you during the Subscription term. We will begin billing your payment method for the Services on the day that you sign up for such Services, regardless of whether you have fully configured the Services as of that date.

By signing up for the Services, you agree to the plans and pricing located at https://laylo.com/pricing as such may be updated from time to time.

Laylo, Inc., in its sole discretion and at any time, may modify pricing or Subscription fees for the Subscriptions. Any Subscription fee change and/or changes to any other fees, charges or costs will become effective at the end of the then-current Billing Cycle, unless any pricing change becomes effective at a different time or immediately. Laylo, Inc. will provide you with reasonable prior notice of any change in Subscription fees and/or changes to any other fees, charges or costs to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Service after any pricing or Subscription fee change comes into effect constitutes your agreement to pay the modified pricing or Subscription fee amount. We reserve the right to change the Subscription fees that we charge for the Services, at any time in our sole discretion, provided that we give you reasonable prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the Subscription fees will take effect in the billing period immediately following our notice to you.

Laylo, Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for Free Trial. If you do enter your billing information when signing up for Free Trial, you will not be charged by Laylo, Inc. until Free Trial has expired. On the last day of the Free Trial period, unless you canceled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, Laylo, Inc. reserves the right to (i) modify the Terms of Service of the Free Trial offer, or (ii) cancel such Free Trial offer.

SUBSCRIPTION FEES AND OTHER FEES, CHARGES AND COSTS ARE NONREFUNDABLE. YOU WILL BE BILLED IN FULL FOR THE SUBSCRIPTION TERM

IN WHICH YOU CANCEL AND FOR OTHER FEES, CHARGES AND COSTS INCURRED

AS OF THE EFFECTIVE DATE OF CANCELLATION AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SUCH SUBSCRIPTION TERM OR FOR

SUCH OTHER FEES, CHARGES AND COSTS. Following any cancellation, however, you will continue to have access to the subscription Services through the end of your current Subscription term. We may, in our sole discretion, provide a refund, discount, or credit ("Credits") to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material or content (“Content”). You are responsible for Content that you post on or through Service, including its legality, reliability, and appropriateness.

By posting Content on or through Service, You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.

You retain any and all of your rights to any Content you submit, post or display on or through Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through Service. However, by posting Content using Service you grant us a worldwide, non-exclusive, transferable, and royalty-free right and license to modify, publicly perform, publicly display, host, store, transmit, reproduce, distribute, create derivative works from and otherwise use and exploit such Content on and through Service, in any media now known or later created, and to provide, improve, advertise,

promote and market the Site, the Services and Laylo, Inc.’s business. You agree that this license includes the right for us to make your Content available to other users of Service, who may also use your Content subject to these Terms.

Laylo, Inc. has the right but not the obligation to monitor, control and edit all Content provided by users. Laylo, Inc. will not be in any way responsible or liable for any Content. Laylo, Inc. may, however, at any time and without prior notice, screen, remove, edit, or block any Content that in our sole judgment violates these Terms or the Privacy Policy or is otherwise objectionable, such as, without limitation, Content that Laylo, Inc. determines is or could be interpreted to be infringing, defamatory or otherwise unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, hateful, or containing or promoting discrimination, bigotry or racism or sex, hate, alcohol, firearms or tobacco (collectively, “Objectionable Content”). You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Laylo, Inc. with respect to any Content. Laylo, Inc. expressly disclaims any and all liability in connection with any Content.

In addition, Content found on or through this Service are the property of Laylo, Inc. or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

Additionally, you agree not to:

We may use third-party Service Providers (as defined below) to monitor and analyze the use of our Service.

Google Analytics Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.

For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en[https://policies.google.com/privacy?hl=en]

(https://policies.google.com/privacy?hl=en).

We also encourage you to review the Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245[https://support.google.com/analytics/answer/6004245](https://support.google.com/analytics/answer/6004245).

Firebase

Firebase is an analytics service provided by Google Inc.

You may opt-out of certain Firebase features through your mobile device settings, such as your device advertising settings, or by following the instructions provided by Google in their Privacy Policy: https://policies.google.com/privacy?hl=en[https://policies.google.com/privacy?hl=en](https://policies.google.com/privacy?hl=en).

For more information on what type of information Firebase collects, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en[https://policies.google.com/privacy?hl=en](https://policies.google.com/privacy?hl=en).

Cloudflare analytics

Cloudflare analytics is a web analytics service operated by Cloudflare Inc. Read the Privacy Policy here: https://www.cloudflare.com/privacypolicy/[https://www.cloudflare.com/privacypolicy/](https://www.cloudflare.com/privacypolicy/).

Mixpanel

Mixpanel is provided by Mixpanel Inc.

You can prevent Mixpanel from using your information for analytics purposes by opting out. To opt out of Mixpanel service, please visit this page: https://mixpanel.com/optout/[https://mixpanel.com/optout/](https://mixpanel.com/optout/).

For more information on what type of information Mixpanel collects, please visit the Terms of Use page of Mixpanel: https://mixpanel.com/terms/[https://mixpanel.com/terms/](https://mixpanel.com/terms/).

Posthog

PostHog is an analytics service. PostHog may collect data such as your IP address, device information, browser type, session duration, and actions taken on our platform. All data collected via PostHog is processed and stored securely in accordance with applicable data protection laws.

You can opt out of analytics tracking by adjusting your browser settings or using any available opt-out tools provided by PostHog.

Please note that opting out may affect your user experience. For more information about how PostHog handles your data, please refer to https://posthog.com/privacy

In the event a product and/or a service of Laylo and/or any of its Customers is listed at an incorrect price or with incorrect information due to typographical error, we shall have the right to refuse or cancel any orders placed for the product and/or service listed at the incorrect price. Laylo shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, Laylo shall promptly issue a credit to your credit card account or other payment account in the amount of the charge.

Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of the Company, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old,you are prohibited from both the access and usage of Service. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.

When you create an account with us, you guarantee that you are above the age of 18 and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service, and regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents), and for keeping your account password secure. You agree not to share your password

with third parties, and you should never publish, distribute or post login information for your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You agree not to impersonate another person. You may not use as a username any name that is offensive, vulgar or obscene.

You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

Failure to comply with these requirements shall constitute a breach of these Terms and shall constitute grounds for immediate termination of your account and your right to use the Site. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE AS A RESULT OF YOUR FAILURE TO PROVIDE US WITH ACCURATE INFORMATION OR TO KEEP YOUR ACCOUNT SECURE.

Service and its original content (excluding Content provided by users), features, and

functionality are and will remain the exclusive property of Laylo, Inc. and its licensors. Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Laylo, Inc.

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to [email protected], with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims” You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c) (3) for further detail):

You can contact our Copyright Agent via email at [email protected]

You may provide us either directly at [email protected] or via third-party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other rights, title, or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

The third-party sites and tools mentioned above include the following:

Bugsnag

Bugsnag is a platform for monitoring and logging the stability of applications provided by Bugsnag Inc. Please read their Privacy Policy here: https://docs.bugsnag.com/legal/privacy-policy/.

Sentry

Sentry is an open-source error tracking solution provided by Functional Software Inc. More information is available here: https://sentry.io/privacy/https://sentry.io/privacy/.

Firebase Crashlytics

Firebase Crashlytics is bug reporting service provided by Google Inc.

You may opt-out of certain Firebase features through your mobile device settings, such as your device advertising settings or by following the instructions provided by Google in their Privacy Policy: https://policies.google.com/privacy?hl=en.

For more information on what type of information Firebase collects, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en.

External Sites

Our Site and our Services may contain links to third-party websites or services that are not owned or controlled by Laylo (collectively, “External Sites”). The content of External Sites is not developed or provided by Laylo. Laylo has no control over and assumes no responsibility for the content, privacy policies, or practices of any External Sites and does not make anyrepresentations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or Webmaster for External Sites if you have any concerns regarding content located on those External Sites. You should take precautions when downloading files

from all websites to protect your devices from viruses and other destructive programs. If you decide to access any External Sites, then you do so at your own risk. Any information you provide to third parties on their websites or services is covered under their privacy and data collection policies, and is not covered by our Privacy Policy. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Site in connection with your use of External Sites.

YOU ACKNOWLEDGE AND AGREE THAT LAYLO SHALL NOT BE RESPONSIBLE OR

LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON

ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY

SUCH EXTERNAL SITES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY

POLICIES OF ANY EXTERNAL SITES THAT YOU VISIT.

Social Media

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (such as Instagram, Spotify, Shopify, Tixr and others) (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by

you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) your Third-Party Account information on your behalf, such as your name and email address (we don’t collect or store passwords you use to access Third Party Accounts), and any content that you have provided to and stored in your Third-Party Account (the “Third-Party Account Content” ) so that it is available on and through the Site via your account, including

without limitation any friend lists; and (3) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Your privacy settings in such Third-Party Accounts normally control what third-party service providers share with us. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by thethird-party service provider, then Third-Party Account Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE

PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED

SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE

PROVIDERS. We make no effort to review any Third-Party Account Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Third-Party Account Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information ([email protected]) or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

SMS, MMS and RCS Messaging

Laylo offers you mobile alerts regarding its and/or its Customers’ information, migrations, products, events, offers, marketing, updates, transactions, advertising and promotions by text, SMS (also known as Short Message Service), MMS (also known as Multimedia Messaging Service) and RCS (also known as Rich Communication Services) messaging services, as well as SMS/MMS “long codes” or “short codes” that may be provided or made available to you in conjunction with your use of the Services or the Site (collectively, “SMS/MMS Codes”), and the software, technical and communications platform(s) available on and through the Site

(collectively, “Messaging” or “Messages”). BY OPTING INTO MESSAGING,

PARTICIPATING IN MESSAGING AND/OR BY SUBMITTING YOUR MOBILE DEVICE

NUMBER AND/OR SENDING TEXT MESSAGES, YOU EXPRESSLY CONSENT TO THE

PROCESSING OF YOUR PERSONAL INFORMATION ACCORDING TO THESE TERMS

AND THE PRIVACY POLICY, AND EXPRESSLY CONSENT TO RECEIVE TEXT

MESSAGES (INCLUDING MARKETING/ADVERTISING MESSAGES) TO YOUR

MOBILE DEVICE FROM LAYLO AND/OR ITS CUSTOMERS VIA AUTOMATED TELEPHONE DIALING SYSTEMS OR OTHER AUTOMATED TECHNOLOGY, AS MORE

FULLY SET FORTH HEREIN. Enrollment in Messaging requires you to provide your mobile phone number and agree to these Terms and our Privacy Policy and Cookie Policy before the Messaging starts. You may not enroll if you are under 18 years old. Laylo reserves the right to stop offering the Services at any time with or without notice.

Opting Into and/or Participating in Messaging and/or Submitting Your Mobile Device Number and/or Sending Messages

By opting into and/or participating in Messaging and/or by submitting your mobile device number and/or sending text messages (including, without limitation, by submitting your contact information) you:

RCS Messaging

The RCS Messaging allows you to use the Rich Communication Services protocol (“RCS”) to send and receive messages (“RCS Messages”). RCS Messages are exchanged via telephonenumbers, so RCS Messages may go through other service providers (like carriers or other messaging apps) to reach those telephone numbers. You agree that your device may occasionally be checked for RCS capabilities to ensure you can send and receive RCS Messages. Laylo and/or its Customers may occasionally exchange your device information (including device identifiers or SIM card information) with its service providers to provide RCS Messages. RCS Messages are transmitted over the Internet, and therefore you may incur data charges in connection with your use of RCS Messages. Further, if the number with which you wish to exchange RCS Messages is not RCS capable, your messages may be transmitted instead as standard text messages (SMS/MMS), which will count toward your device's messaging plan. To use the RCS Service, you must have an eligible device and messaging client, a valid U.S. mobile number, and you must agree to these Terms. The Services will not work with messaging or data blocks on your account. You agree to provide Laylo with all necessary information and/or complete all documentations required in relation to the registration process that may be requested by Laylo and/or Customers from time to time.

Charges and Carriers

Messaging frequency may vary. Message and data rates may apply. You agree to contact your wireless carrier to determine your phone’s pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data, or other charges incurred as a result of using Messaging. Your carrier may not allow you to use pre-paid phones or calling plans to receive alerts. Messaging and/or Services may not be compatible with all wireless carriers or devices. You agree Laylo and mobile carriers are not responsible or liable for any undue delays, failure of delivery, or errors in Messaging.

Stopping Messaging

To stop receiving Messaging from Laylo, reply with STOP to any Messaging you received from Laylo or use the unsubscribe link we may provide within any of Laylo’s Messaging. This is the exclusive method for opting out. After texting STOP to Laylo, you may receive one additional message confirming that your request has been processed. If you opt-out of receiving emails or text messages from one of our Customers, you may continue to receive emails or text messages from any other Customers’ email or text message programs you have joined until you separately

unsubscribe from those programs.

Changes to Messaging

Laylo may change its Messaging at any time. You will be notified of such changes. Your continued use of Laylo’s Messaging signifies your acceptance of such changes. You agree that any messages you send to a telephone number or short code we have changed, including but not limited to, STOP or HELP requests, may not be received, and Laylo will not be liable for completing such requests.

Other

We may send you a bounce back message for every message you send to us. We are not responsible for the accuracy of any information displayed in our mobile messaging, for anymisdelivery or untimely delivery of any mobile messaging, or for your deletion of or failure to store any mobile messaging from us.

For Customers

Each Customer acknowledges that such Customer shall be fully responsible for the content of any Messaging and undertakes to examine and review any Messaging before transmission. Each Customer also undertakes to protect and compensate Laylo and its Representatives (as defined herein) for any issues or disputes or claims brought by any third party due to the content of such Messaging in accordance with the Section 23 (Limitation of Liability; Indemnification) of these Terms. If any provisions in these Terms are violated, Laylo shall have the right to immediately suspend (i.e. temporarily stop providing the Services) or terminate the Services to any Customer, at its sole discretion, without prejudice to any damages that Laylo may be entitled to claim, and any penalties shall not be applicable to Laylo in this case. Each Customer acknowledges that the commitments and obligations contained in these Terms are binding and valid and undertakes to implement these provisions in case of any dispute. Each Customer acknowledges that all of the content and message profiles sent by such Customer on the Services are subject to comply with the terms of acceptable use described in these Terms. Laylo reserves the right, at its sole discretion, to monitor any Customer’s messaging traffic, and determine if Services ares being used in compliance or in violation of the Terms. Laylo reserves the right, at its sole discretion, to (i) delay the delivery of anyy Messaging from the Customer to end users if additional approval for Customer’s Messaging traffic is required from Laylo ’s carrier or service provider partners, or (ii) cancel the delivery of any Messages from the Customer to end users in case of any violations or attempted violations of these Terms by Customer, or its authorized users, customers or end users, or partners, or any third party acting on behalf of any of the aforementioned. Each Customer acknowledges and agrees that Messages to or from such Customer or such Customer’s authorized users, customers, end users, partners, subscribers and/or any third party acting on behalf of any of the aforementioned may be blocked by carriers or other service provider partners for reasons known or unknown to Laylo. Laylo is under no obligation to investigate or remedy any such blockage for any Customer or any of Customer’s authorized users, customers, end users, partners, subscribers and/or any third party acting on behalf of any of the aforementioned. Laylo and its suppliers do not guarantee delivery of any messages that are found to not be compliant with the defined terms of acceptable use, or the operating policies of its carrier or service provider partners.

Customer Message Fees:

By signing up for the Services, you agree to the plans and pricing located at https://laylo.com/ pricing as such may be updated from time to time. See Section 6 (Pricing; Price Changes) of these Terms.Unless otherwise specifically specified by prior agreement, Laylo will charge for all Messages sent by the Customer to using the Services, and the Customer shall pay for all Message sent using the Services. Any Message that is rejected by the operators or third-party providers due to SPAM or not compliance with local regulation (due to law requirements or third-party providers)

is, however, chargeable by Laylo. Concatenated Message are billed as separate standard SMS of 140 bytes message length. Message sent to multiple mobile subscribers shall be billed separately for each mobile subscriber. Laylo may make available through the Services additional features or functionality (e.g. unsubscribe from receiving of Messages) and additional fees may be applicable to such features or functionality. Customer’s use of additional features or functionality are subject to these Terms and to the applicable fees. Customer agrees to pay any applicable fees in connection with their order of any additional features or functionality. All sales are final, and no returns or refunds are permitted. The refund for cancelled broadcast by Customer shall not affect any recurring payment for Customer. Laylo reserves the right to adjust its fees paid by the Customer in the event of irregular traffic distribution among the networks in a specific destination country and Customer agrees to bear the associated costs.

Questions

For questions regarding Laylo’s Messaging, reply with HELP to any Messaging you received from Laylo You can also email us at [email protected].

Availability of Services, Site and Content

Delivery and deliverability rates, which are the responsibility of third party carriers and not Laylo, for any text/SMS/MMS messages sent using the Services and Site may vary. We may immediately suspend or terminate the availability of the Services, the Site and/or any Content (and any elements and features of them), in whole or in part, for any reason, in our sole discretion, and without advance notice or liability. Delivery and deliverability of Messages are not guaranteed by us and are the responsibility of third-party mobile carriers.

Provision and Use of SMS/MMS Codes

Use of the Services and the Site may involve use of SMS/MMS Codes assigned and approved by a third party telecommunications service provider/carrier. The purpose of SMS/MMS Codes is to allow message recipients to respond to our and/or a Customer’s messages. With respect to the Services and the Site, SMS/MMS Codes are primarily used to allow Laylo’s and/or its Customer’s message recipients to “opt-in” to receive messages from Laylo and/or our Customers or to make STOP requests, thereby allowing them to “opt-out” from receiving further messages from Laylo and/or its Customers. Today, there are generally two types of SMS/MMS Codes— “short codes” and “long codes.” “Short codes” are five to six digit numbers used to send SMS and/or MMS messages, and may be either dedicated (meaning assigned to one entity) or shared (meaning a single short code represents multiple entities). “Long codes” are 10-digit local or “toll free” (e.g., 1-800, 1-888, or the like) telephone numbers generally used to send SMS messages but may also be used for MMS messages. The volume and types of messages (e.g.,marketing or non-marketing) that may be sent using short or long SMS/MMS Codes via the Services and/or the Site, as well as deliverability and delivery rates of any text/MMS/SMS messages sent using the Services and/or the Site, may vary or be restricted based circumstances beyond Laylo’s control, including based on current technology, the telecommunications service providers/carriers, industry standards, and applicable law. By using the Services and/or the Site and any SMS/MMS Codes, you agree to abide by any laws, statutes, regulations, and industry standards that may apply to the use of SMS/MMS Codes, including, but not limited to, applicable CTIA SMS messaging guidelines. The use of SMS/MMS Codes in connection with the Services and/or the Site does not grant you ownership of such SMS/MMS Codes or the right to use or be assigned any particular or specific SMS/MMS Codes or type of SMS/MMS Codes, or any other rights with respect to the SMS/MMS Codes you may use or that maybe assigned to you. All SMS/MMS Codes used in connection with the Services and/or the Site (i) may be assigned or provided to you at Laylo’s sole discretion, (ii) may be suspended, changed, re-assigned, and/or withdrawn by Laylo for violating these Terms or any other terms applicable to you, (iii) may not be assigned, transferred, sold, and/or reassigned by you without Laylo’s express written consent, (iv) may not be used for any other purposes other than use of the Services and/or the Site, and (v) are subject to the limited license provided in these Terms. Laylo further reserves the sole right to suspend, assign, change and/or withdraw any SMS/MMS Codes assigned or provided to you as may be required by any telecommunications service providers/ carriers or as may be necessary to comply with applicable laws, statutes, and regulations or industry standards and guidelines. Laylo may, at its sole discretion, provide you with new or alternate SMS/MMS Codes or assign “short” or “long” SMS/MMS Codes to you at any time and without advanced notice. Laylo shall not be responsible for verifying or registering any SMS/MMS Codes provided by Laylo to you in connection with the Services and/or the Site, including but not limited providing any approved or registered numbers to you (including providing “10DLC” numbers) or registering or seeking approval of any numbers with any phone service carrier, and shall not be held responsible for any message transmission issues relating to use of any unverified or unregistered phone numbers through the Platform.

You agree that “Laylo Provided Domain(s)” means the subdomain(s) created by Laylo, using a Laylo-owned domain, and provided to you for use with the Services. Laylo grants you and you agree to comply with a limited, revocable, non-sublicensable, non-transferable, non-exclusive, limited license to use the Laylo Provided Domains in accordance with these Terms. You agree that Laylo may change or terminate the Laylo Provided Domains at any time, in its sole discretion. Laylo will use commercially reasonable efforts to provide you with advance notice of such change.

You agree, for purposes of this Section, that “Intellectual Property Rights” include, but are not limited to, current and future worldwide rights under copyright law, patent law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law,and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof, now or hereafter in force and effect worldwide. You agree Laylo owns all Intellectual Property Rights in the Laylo Provided Domains and Laylo retains all Intellectual Property Rights in and to the root domain used to create the Laylo Provided Domain(s).

You agree you will not, and will not allow others to do, any of the following to Laylo Provided Domain(s), or any component thereof, unless required by applicable law or Laylo consents in writing: (i) adapt, alter, modify, decompile, translate, disassemble, and/or reverse engineer; (ii) copy or make derivative works, attempt to extract the source code, and/or attempt to reduce to human perceivable form; (iii) transfer, sublicense, distribute, sell, and/or lease; and (iv) remove or alter any Laylo brand features or other proprietary notices.

You agree Laylo has no obligation to provide any technical support services to you or any other person under this Section.

THESE SERVICES ARE PROVIDED BY THE COMPANY ON AN “AS IS” AND “AS

AVAILABLE” BASIS. NEITHER COMPANY NOR ITS AFFILIATES MAKE REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO

THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT, OR

MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF

THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED

FROM US IS AT YOUR SOLE RISK.

NEITHER COMPANY NOR ITS AFFILIATES NOR ANY PERSON ASSOCIATED WITH

THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO

THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR

AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER

COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR

WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS

OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE

SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR

OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR

ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER

EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT

LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND

FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY NOR ITS AFFILIATESNOR ANY PERSON ASSOCIATED WITH THE COMPANY IS RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND YOU RELEASE COMPANY, ITS AFFILIATES AND ANY PERSON ASSOCIATED WITH THE COMPANY FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND

THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR

HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CAN NOT BE

EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR CUSTOMERS (AS

DEFINED ABOVE) AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS,

EMPLOYEES, CONSULTANTS, ADVISORS, AFFILIATES, REPRESENTATIVES AND

AGENTS (COLLECTIVELY, ‘’REPRESENTATIVES”) HARMLESS FOR ANY INDIRECT,

PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER, IT

ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES

OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY,

WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN

AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING

WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY

DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY

FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF

COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH

DAMAGE.

IN NO EVENT WILL LAYLO OR ANY OF ITS REPRESENTATIVES (AS DEFINED

ABOVE) BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM

LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION

WITH, THE USE OR INABILITY TO USE THE SITE, THE SERVICES AND/OR ANY

CONTENT THEREON OR OTHERWIE ARISING OUT OF OR IN CONNECTION WITH

THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT

(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF LAYLO OR

SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NEITHER WE, NOR OUR AFFILIATES, NOR OUR CUSTOMERS (AS

DEFINED ABOVE) NOR OUR OR THEIR RESPECTIVE REPRESENTATIVES WILL HAVE

ANY LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (A) ANY FAILURE OF

ANOTHER USER OF THE SITE TO CONFORM TO THE CODES OF CONDUCT, (B)

PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,

WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS

TO AND USE OF OUR SITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR

SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR

FINANCIAL INFORMATION STORED THEREIN, (D) ANY BUGS, VIRUSES, WORMS,

TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS, OR OTHER ITEMS OF A

DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR

SITE, (E) ANY ERRORS, MISTAKES, INACCURACIES, OR OMISSIONS IN ANY

CONTENT, OR (F) ANY LOST, STOLEN, OR DAMAGED CONTENT, PROPERTY, TICKET OR OTHER SERVICE, OR THE FAILURE OF A VENDOR TO HONOR ANY PURCHASE, TICKET OR SERVICE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE LIMITATIONS

IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS

ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL

ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US. OUR AGGREGATE

LIABILITY ARISING OUT OF THE TERMS OR THE USE OF THE SITE WILL NOT

EXCEED THE HIGHEST OF THE FOLLOWING: (I) THE AMOUNT AWARDED BY THE

ARBITRATOR, IF ANY; (II) THE LAST WRITTEN SETTLEMENT AMOUNT OFFERED BY

US IN SETTLEMENT OF THE DISPUTE PRIOR TO THE ARBITRATOR’S AWARD; OR

(III) ONE HUNDRED DOLLARS ($100). IN NO EVENT WILL ATTORNEYS' FEES BE

AWARDED OR RECOVERABLE. OUR LIABILITY WILL BE LIMITED UNDER THIS

SECTION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THE

PROVISIONS OF THIS SECTION WILL NOT APPLY TO THE EXTENT APPLICABLE

LAW PERMITS THE RECOVERY OF DAMAGES, ATTORNEYS' FEES, OR COSTS

OTHERWISE PROHIBITED UNDER THIS SECTION. THE PROVISIONS OF THIS

SECTION THAT (X) PROHIBIT DAMAGES TO BE MULTIPLIED OR OTHERWISE

INCREASED, (Y) IMPOSE A DAMAGES LIMITATION OF THE GREATER OF THE

AMOUNT AWARDED BY THE ARBITRATOR, IF ANY, THE LAST WRITTEN SETTLEMENT AMOUNT OFFERED BY US IN SETTLEMENT OF THE DISPUTE PRIOR

TO THE ARBITRATOR’S AWARD, OR $100, AND (Z) PROHIBIT THE RECOVERY OF

ATTORNEYS' FEES AND COSTS, DO NOT APPLY IN CERTAIN STATES TO CLAIMS

BROUGHT UNDER STATUTES PERMITTING SUCH RECOVERY.

You agree to, and you hereby defend, indemnify, and hold Laylo, its affiliates and their respective Representatives (collectively, “Laylo Parties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, obligations, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against anyLaylo Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) Customer’s or your Content, as applicable; (ii) your use of the Services and/or the Site and your activities in connection with the Services and/or the Site, including, without limitation, any message sent by you through your use of the Services and/or the Site or use of SMS/MMS Codes; (iii) your breach or alleged breach of any Agreement; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in

connection with your use of the Services and/or the Site or your activities in connection therewith; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; (vii) any other party’s access and/or use of the Services and/or the Site with your account; (viii) any failure to obtain consents required by applicable law, rule or regulations prior to sending communications using the Services and/or the Site; (ix) any privacy or spam policy violation alleged to have been committed through any use of your account; and (x) Laylo Parties’ storage, use and distribution of the information and data (including mobile numbers) that you provide to us (all of the foregoing, “ Claims and Losses”). You agree to cooperate as fully as reasonably required by Laylo Parties in the defense of any claim, suit, action, proceeding, governmental investigation or enforcement action involving Claims and Losses, but we reserve the right, at your expense, to assume the exclusive defense and control of any matter in which you are a named party and that is otherwise subject to indemnification by you. You will not settle any Claims and Losses without, in each instance, the prior written consent of an authorized officer of a Laylo Party. You acknowledge and agree to be held liable for any and all damages caused to Laylo Parties by you as a direct result of a violation of local, state, national or international laws and regulations, including, but not limited to, those damages that may arise from your fraudulent, intentional or unintentional harm, disability, unauthorized use of, or destruction to any and all equipment, licensing and/or services provided by Laylo Parties to you.

We may terminate or suspend your account and bar access to Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of Terms. If you wish to terminate your account, you may simply discontinue using Service. All provisions of Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

These Terms shall be governed and construed in accordance with the laws of the State of California without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have had between us regarding Service.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT CONTAINS PROVISIONS

THAT GOVERN HOW CLAIMS WE AND YOU HAVE AGAINST EACH OTHER ARE RESOLVED. THE FOLLOWING SECTION CONTAINS A BINDING ARBITRATION

CLAUSE AND CLASS ACTION WAIVER THAT REQUIRES YOU TO SUBMIT CLAIMS

YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND LIMITS YOUR

RIGHT TO SEEK RELIEF BY JURY TRIAL OR CLASS ACTION.

Agreement to Arbitrate

This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE

ENFORCEMENT OR VALIDITY OF YOUR OR LAYLO’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and Laylo concerning the Services or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

Notice of Dispute

In the event of a dispute, you or Laylo must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: [email protected]. Laylo will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and Laylo will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Laylo may commence arbitration.

Binding Arbitration

If you and Laylo don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes of the American ArbitrationAssociation. The arbitration will be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party shall be borne by the non-prevailing party. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Prohibition of Class and Representative Actions and Non-Individual Actions

You and Laylo agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and Laylo agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other Laylo’s users.

Modifications to this Arbitration Provision

Except as otherwise provided in these Terms, if Laylo makes any future change to this arbitration provision, other than a change to Laylo’s address for Notice of Dispute, you may reject the change by sending us written notice within 30 days of the change to Laylo’s address for Notice of Dispute, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Laylo.

We reserve the right to withdraw or amend any of our Services, and any service or material we provide via Services, in our sole discretion without notice. You understands that, on occasion, the Services may be inaccessible, unavailable or otherwise inoperable for any reason including, but not limited to, the following: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs; and/or (c) causes beyond Laylo’s control or which are not reasonably foreseeable by Laylo, including, but not limited to, interruption or failure of telecommunications or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. You agree that Laylo has no control over, and will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. Further, you understand and agree that Laylo's failure to provide access to the Services because of technical difficulties shall not be considered a breach and/or failure to meet its obligations under the Agreements. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Service.

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

If any provision of the Agreements is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreements will continue in full force and effect. YOU AND LAYLO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Laylo controls and operates the Site and provides the Services from its California based offices in the U.S.A., and Laylo makes no representation that the Services and/or the Site (including but not limited to SMS/MMS Codes) are appropriate or available for use beyond the U.S.A. If you use the Services and/or the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Services and/or the Site may describe services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. Laylo reserves the right to limit the availability of the Services and/or the Site and/or the provision of any content, program, product, service, or other feature described or available on the Services and/or the Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and Laylo disclaim any application to these Terms of theConvention on Contracts for the International Sale of Goods. Delivery and delivery rates of text/SMS/MMS messages are the responsibility of third mobile carriers to whom such messages are delivered and may vary.

In the event Laylo is unable to perform its obligations or provide the Services under these Terms because of acts of God (including, but not limited to, severe acts of nature or weather events including floods, fires, earthquakes, hurricanes, or explosions), strikes or labor disputes, war, riots, acts of terrorism, epidemics, pandemics, acts of governmental authorities (including but not limited to government directives, expropriation, condemnation, and changes in laws and regulations), interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services, or other causes reasonably beyond Laylo’s control, Laylo shall not be liable for any costs or damages resulting from Laylo’s failure to perform its obligations under these Terms, provide the Services, or otherwise, from such causes. However, nothing in this Section will affect or excuse your liabilities or your obligations under these Terms.

You will not use, resell, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any laws or these Terms, including, without limitation, the U.S. Foreign Corrupt Practices Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity, or end user prohibited or restricted under US law without prior US government authorization to

the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the U.S. Export Administration Regulations or the Security and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the U.S. Department of Treasury, Office of Foreign Assets Control without appropriate U.S. government authorization to the extent required by regulation. Compliance with the trade laws of other countries pertaining to the Export, import, use, or distribution of the Services to customer and end users is your responsibility.

We may use artificial intelligence, machine learning, and natural language processing (“AI”) in connection with our Services and/or the Site. For instance, we may use AI as part of the process in order to determine the appropriate person to put you in contact with. We may also use AI for analysis during and after the creation of your account. While we will only use AI that we believe functions well, and we apply high ethical and anti-bias standards in our use of AI, we cannot control or predict the outcome of AI in any particular case. Neither we nor any of our affiliates or Customers nor any of their Representatives will be or are responsible for any outcomes of AI.

You represent and warrant that you have provided, and will continue to provide, adequate notices, and that you have obtained, and will continue to obtain, the necessary permissions and consents required to enable Laylo to process all Customer data to provide the Services or as permitted by the Agreements.

Our Customers may import into the Services personal data they have collected from our subscribers, users or other individuals. We have no direct relationship with Customers’ subscribers or any individuals other than our Customers or our subscribers. Customers are responsible for making sure they have the necessary permissions for us to collect, store, and process Personal Data about their subscribers or other individuals. A subscriber should unsubscribe directly from a Customer’s service or contact the Customer directly to change, update, or delete such subscriber’s data. If a subscriber contacts us, we will refer you to that Customer and support them in responding to your request if necessary. Consistent with the Privacy Policy, we may transfer Customer or our subscriber personal data to entities that help us promote, provide, or support our Services or the services of our Customers (“Service Providers”). All Service Providers agree to protect personal data in accordance with the Privacy Policy.

You acknowledge that we may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and subcontractors (collectively, “Subcontractors”) from time to time to provide certain Services. We shall supervise such services and endeavor to guard against any loss to you as the result of the failure of Subcontractors to properly execute their commitments, but we shall not be responsible in any way for their failure, acts or omissions and cannot guarantee any Subcontractor’s performance.

You agree you are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any transaction. We specifically disclaim any liability for taxes.

From time to time, we may make early stage or non-production Services ("Beta Services") available to you at no charge. You may access these Beta Services in your sole discretion. Beta Services are intended for evaluation purposes only, and may be subject to additional terms that will be presented to you at the time of sign-up. We may, but are not obligated to, provide you with support for the Beta Services or correct any bugs, defects, or errors in the Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of such date as we determine in our sole discretion or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. Notwithstanding anything to the contrary in these Terms, we will have no liability for any harm or damage arising out of or in connection with any Beta Services.

In accordance with Cal. Civ. Code Sec. 1789.3, California State resident users of the Services may file grievances and complaints with the California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to [email protected].

Neither party may assign or otherwise transfer these Terms, in whole or in part, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may assign these Terms, in whole or in part, without consent to (a) a successor to all or part of its assets or business or (b) an affiliate. Any attempted assignment or transfer by either party in violation hereof will be void. Subject to the foregoing, these Terms will be binding on the parties and their

respective successors and permitted assigns.

Laylo may: (i) on one or more occasions reference Customer and use its company name, logo, trademark, trade name, service mark, or other commercial designation in advertisements, brochures, case studies customer lists, presentations, professional

articles, financial reports or other marketing, promotional or related materials; and (ii) upon Customer’s approval, which approval will not be unreasonably withheld, conditioned or delayed, Laylo may issue a press release (or similar public announcement or communication) publicizing the relationship between Laylo and Customer created by these terms.

We may investigate any violation of these Terms, including unauthorized use of the Site. We may provide law enforcement with information you provide to us related to your transactions to assist in any investigation or prosecution of you. We may take legal action (consistent with these Terms) that we feel is appropriate. You agree that monetary damages may not provide us a sufficient remedy, and that we may pursue injunctive or other relief for your violation of the Terms. If we determine that you have violated these Terms or the law, or for any other reason or for no reason, we may cancel your account, delete all your user content, and prevent you from accessing the Site at any time without notice to you. If that happens, you may no longer use the Site or any Content. You will still be bound by your obligations under these Terms. You agree that we will not be liable to you or any third party for termination of your access to the Site or to your account or any related information, and we will not be required to make the Site or your account or any related information available to you. We may also cancel any ticket or merchandise order, and tickets or merchandise acquired through your order. We may refuse to honor pending and future purchases made from all accounts we believe may be associated with you, or cancel any purchase, Subscription and/or order associated with any person we believe to be acting with you, or exercise any other remedy available to us.

Additional terms and conditions may apply to your use of or access to additional Services from time to time, all of which terms are made part of these Terms by reference. You will agree to such other terms and conditions prior to using or accessing such additional Services. If there is a conflict between these Terms and the terms posted for or applicable to such additional Services, the additional terms control with respect to your use of such additional Services.

You acknowledge and agree that you accept the Agreements or any Purchase via electronic means, rather than via traditional handwritten signature ("Electronic Acceptance"). You acknowledge and agree that by clicking on the “submit”, “subscriber”, “agree”, “RSVP” and/or “follow” button or any other similar buttons or prompts, or taking such other action as may be designated by the Site as a means of accepting the Agreements or making any Purchase or agreeing to any other action, agreement or prompt, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by the Agreements, in their entirety, or your agreement to make such Purchase or your agreement to such other action, agreement or prompt. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 and other similar state and federal statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH LAYLO’S WEBSITE. Further, you hereby waive any rights and/or requirements under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by

other than electronic means. You acknowledge and agree that you have the ability to print information delivered to you electronically, or otherwise know how to store that information in a way that ensures that it remains accessible to you in unchanged form.

Please read our Privacy Policy for information regarding how we collect, use, and disclose your personal information. Our Privacy Policy also contains information about how we comply with the General Data Protection Regulation (EU) 2016/679, the California Consumer Privacy Act, the California Privacy Rights Act, other U.S. state privacy laws and other countries’ privacy laws. You acknowledge and agree that Laylo has your prior written authorization to respond to any access and deletion requests we receive from your subscribers made under applicable data protection laws, and we may direct any such subscribers to you so that you can respond to the request.

39. Acknowledgment

By using the Services or other services provided by us, you acknowledge that you have read these Terms and agree to be bound by them. accepted or entered into these Terms and has the legal power to do so.

Please send your feedback, comments, requests for technical support:

By email: [email protected].