Terms of Service

These Terms of Service (these "Terms") are a binding agreement between CT HOLDINGS, LLC ("we," "us," or "our") and each organization and individual that accesses or uses Lay-It-Down Wholesale (the "Service"). The Service includes the Lay-It-Down Wholesale mobile applications, the Lay-It-Down Wholesale web application, and the related features we make available to approved accounts.

Please read these Terms carefully. They include a private selected-buyer workflow description, an anti-circumvention commitment, a warranty disclaimer, a limitation of liability, an indemnification obligation, and a dispute-resolution provision with a jury-trial waiver.

1. Acceptance of these Terms

By accessing or using the Service, by signing in with an account provisioned for you, or by signing an order form or other agreement that references these Terms, you accept these Terms. If you do not agree to these Terms, do not access or use the Service.

Our Privacy Policy, our Acceptable Use / Photo & Content Policy, and our Support & Account Closure Policy are incorporated into these Terms by reference and are available on our website at https://www.layitdownapp.com.

2. Organization agreement and authority

The Service is provided to businesses. If you sign an order form, request or approve organization access, accept these Terms as an organization administrator, or otherwise agree to these Terms on behalf of a dealer organization or wholesale buyer organization, you represent that you have authority to bind that organization. Each Authorized User also agrees individually to comply with these Terms when using the Service. An Authorized User who is not authorized to enter contracts for an organization does not represent otherwise merely by using an account provisioned by that organization. The applicable dealer or wholesale buyer organization (your "Organization"), not an Authorized User solely because that user accesses an organization-provisioned account, is responsible for organization fees and the indemnification obligations in Section 23. This does not limit an Authorized User's responsibility for that user's own violation of these Terms, including confidentiality, intellectual-property, acceptable-use, fraud, willful-misconduct, or unauthorized-use obligations. In these Terms, "you" means the applicable Organization and each Authorized User to the extent of their respective obligations. Each Organization is responsible for the acts and omissions of its Authorized Users in connection with the Service.

3. Eligibility; business use only

• The Service is available only for business use by verified dealer organizations ("Dealer Organizations") and verified wholesale buyer organizations ("Buyer Organizations"), and by the individuals those organizations authorize ("Authorized Users").
• You must be at least 18 years old to use the Service.
• The Service is not offered to consumers and may not be used for personal, family, or household purposes.

4. Verified, approved access; no public signup

• Every account is provisioned and approved by us. There is no public self-service signup.
• Access is limited to organizations we have verified and approved. We may decline, condition, suspend, or revoke access consistent with these Terms and the private, verified nature of the Service.
• "Verified" or "approved" means only that we completed our then-current access review. It is not a representation or warranty concerning identity, licensing, authority, insurance, solvency, creditworthiness, title, unit condition, or future performance.
• There is no public buyer directory. Buyer Organizations are not publicly listed or discoverable through the Service, and dealer and buyer contact information is not exposed through any public directory.
• Requesting access does not create an account. Access requests are reviewed, and accounts are provisioned only after approval.

5. Accounts and credentials

• Keep your credentials confidential. Accounts are personal to the Authorized User and may not be shared.
• You are responsible for activity that occurs under your account until you notify us of unauthorized use and we have a reasonable opportunity to act.
• Notify us promptly at support@layitdownapp.com if you believe your account or credentials have been compromised.
• Account information must be accurate and kept current.

6. Organization administration

• Accounts are provisioned in connection with a specific organization, and each account belongs to the business relationship between that organization and us.
• An authorized representative of an organization may ask us to provision, deactivate, or correct that organization's user accounts through the process described in the Support & Account Closure Policy.
• When an Authorized User leaves an organization, the organization should promptly request deactivation of that user's access. Records of past workflow activity remain part of the business records of the organizations involved, as described in the Privacy Policy.

7. Fees

• Dealer subscriptions. Dealer Organizations pay subscription fees under a separate written agreement, order form, or invoice between the Dealer Organization and us. Dealer subscription pricing, billing, and payment are handled outside the app. If a signed agreement between us and your organization conflicts with these Terms on pricing or payment matters, the signed agreement controls for those matters.
• Wholesale buyer access. Buyer Organization access is currently provided at no charge. We may introduce buyer fees in the future, but no Buyer Organization will owe a new fee unless we provide reasonable advance notice and the organization affirmatively agrees to the fee through an order form, invoice acceptance, or another clear commercial acceptance process.
• No in-app purchases. The Service contains no in-app checkout, billing, or payment processing, and no in-app purchases of digital goods or services.
• Fees are not contingent on whether any unit sells, and we do not charge transaction commissions on unit sales.

8. The private selected-buyer workflow

The Service is workflow software for private, business-to-business wholesale activity. The following rules describe how the Service actually operates:

• Private listings. A Dealer Organization's listing is visible only to that organization's Authorized Users, the Buyer Organizations the dealer selects for that listing, and us.
• Selected buyers only. The dealer chooses which verified buyers receive each listing. No buyer sees a listing unless the dealer selected that buyer for it.
• Private offers. A selected buyer may submit an offer on a listing. Offers are private. Buyers cannot see other buyers' offers, and the Service does not display competing-offer information to buyers.
• Offer updates. While the workflow permits and before an offer is accepted or otherwise becomes terminal, a selected buyer may update its offer. The current offer shown to the dealer is the offer available for acceptance, and the Service may retain records of offer updates and related timestamps.
• Not an auction. The Service is not an auction and does not conduct bidding events. The highest offer never automatically wins. The Service does not auto-rank buyers, auto-select winners, or auto-award listings. The dealer alone decides which offer, if any, to accept.
• Buyer responses. A selected buyer may respond to a listing, including by making an offer or passing, or may not respond at all. A pass is final for that buyer for that listing. The Service does not require or guarantee any buyer response while a listing remains open, and an open listing has no forced response deadline.
• Dealer decisions. A dealer may accept an offer, reject an offer, or leave a listing open. When a dealer rejects an offer, the message thread between the dealer and that buyer for that listing becomes read-only immediately. When a listing is no longer active, the buyer-facing notice is Listing no longer active.
• One accepted deal per listing. Accepting an offer concludes the selection process for that listing within the workflow. If the accepted deal later fails, the Service does not automatically reopen the listing, reactivate passed, rejected, or ignored buyers, or restore the prior selection process.
• Activity records. The Service keeps records of listing activity, buyer selections, buyer responses, offers, outcomes, and related timestamps, and makes an organization's own activity visible to that organization's Authorized Users. These records support owner and operator visibility into the organization's wholesale activity.
• Trust and history signals. The Service may display verification, activity-history, or deal-feedback signals to support business review. Those signals are informational, are not guarantees, and do not auto-rank buyers or determine which offer a dealer accepts.

9. Dealer responsibilities

Dealer Organizations and their Authorized Users are responsible for:

• Listing accuracy. Information and photos in a listing must be truthful, current, and not misleading. A dealer must not omit a known material condition, damage, ownership, or authority fact if the omission would make the listing or its photos misleading. Listings must be corrected or closed promptly if they become inaccurate.
• Authority to wholesale. The dealer must have the right and authority to offer each listed unit for wholesale.
• Compliant content. Photos and content must comply with the Acceptable Use / Photo & Content Policy, including the strict prohibition on customer personal information.
• Buyer selection. The dealer decides which verified buyers receive each listing and is responsible for its selections.
• Good faith. Dealing in good faith on offers the dealer accepts.

10. Buyer responsibilities

Buyer Organizations and their Authorized Users are responsible for:

• Due diligence. Independently evaluating each unit before making an offer, including any inspection, history check, valuation, or verification the buyer considers appropriate. We do not inspect units and do not verify listing content. Photos and notes are the dealer's representations, not ours.
• Genuine offers. Making offers the buyer intends to honor.
• Performance after acceptance. Completing an accepted deal as agreed between the parties, including payment and pickup or transport arrangements made between the parties.
• Confidentiality. Keeping listing information, photos, and access within the buyer's organization, as described in Section 14.

11. Transactions are between the organizations

• Any purchase, sale, or other transaction that follows from the Service is solely between the Dealer Organization and the Buyer Organization. Unless we separately agree in a signed writing, we are not a party to any purchase or sale of any unit.
• We do not take title to or possession of any unit, do not hold or transmit transaction funds, do not process payments between the parties, do not provide escrow, do not transfer or process titles, do not arrange or coordinate transport, do not provide financing or appraisal services, and do not inspect units.
• The dealer and buyer are solely responsible for their transaction, including negotiating final terms; payment method and timing; pickup, delivery, and transport; title transfer and related paperwork; taxes and government fees; required licenses; and compliance with all laws that apply to their businesses and their transaction.
• We do not act as a broker, auctioneer, dealer, or agent for either party.
• We do not determine whether an offer, acceptance, message, or other Service communication creates an enforceable unit-sale contract. The dealer and buyer are responsible for documenting their final transaction terms and obtaining their own advice.
• Any warranty, disclaimer, inspection term, title representation, or sales-law obligation concerning a unit — including any right or obligation concerning redhibitory defects under Louisiana law when applicable — is solely a matter between the selling and buying organizations. The Service does not create or waive either organization's rights or obligations as seller or buyer.

12. Listing-specific messages

• Messaging between a dealer and a buyer occurs inside the message thread for a specific listing and should remain tied to that listing and unit.
• Message threads follow the listing's state. When an offer is rejected, that thread becomes read-only. Threads for inactive listings are not a channel for continued negotiation through the Service.
• Messages must comply with the Acceptable Use / Photo & Content Policy. We do not undertake to monitor messages, but we may review them for support, security, integrity, and policy-enforcement purposes as described in the Privacy Policy.

13. Content, photos, and licenses

• Your content. Organizations retain ownership of the listing information, photos, offers, and messages they submit to the Service ("User Content").
• License to us. Each organization and user grants us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, adapt for display, transmit, and display User Content as reasonably necessary to operate, secure, support, and improve the Service; to maintain activity records; and to comply with law. This license continues for records we retain under the Privacy Policy after content is removed or an account closes, solely for those retention purposes.
• Acceptable use. All User Content and all use of the Service must comply with the Acceptable Use / Photo & Content Policy, which is part of these Terms. Customer personal information is strictly prohibited in the Service, including in photos.
• Removal. We may remove or disable content that we believe violates these Terms, the Acceptable Use / Photo & Content Policy, or applicable law.
• Feedback. If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction or obligation to you. Feedback does not include your business's confidential information or your User Content.

14. Confidentiality of private business information

• The Service is private by design. Listings, photos, offers, messages, and activity records are confidential business information of the organizations involved.
• You must not disclose, publish, or share outside your organization any listing, photo, offer, message, or activity record you receive through the Service, except: with the counterparty on that listing; with your personnel, contractors, professional advisers, inspectors, financing sources, transport providers, or other representatives who reasonably need the information to evaluate or complete that transaction and are bound to protect it; with the disclosing organization's permission; or as required by law. You are responsible for your representatives' use and protection of the information.
• You must not use another organization's information obtained through the Service for any purpose other than evaluating and completing wholesale transactions through the Service.
• These obligations do not apply to information that the receiving organization can document: became public without breach of these Terms; was lawfully known without a confidentiality duty before receipt through the Service; was independently developed without use of the other organization's information; or was lawfully received from a third party without a confidentiality duty. If disclosure is legally compelled, the receiving organization may disclose only what is required and, where legally permitted, will give reasonable advance notice to the affected organization.
• Each organization will use reasonable care to protect private Service information, at least the care it uses for its own similar confidential business information.
• We handle private Service information as described in the Privacy Policy and use commercially reasonable care designed to protect it. We may disclose it to service providers and advisers as described in the Privacy Policy, or as required or permitted by law.
• These obligations survive termination of your access.

15. Our intellectual property

• The Service, including its software, design, text, graphics, and all related intellectual property, belongs to us or our licensors. We grant each approved organization and its Authorized Users a limited, non-exclusive, non-transferable, revocable license to use the Service for the organization's internal business purposes in accordance with these Terms.
• You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Service; reverse engineer, decompile, or attempt to extract the source code of the Service except to the extent that restriction is prohibited by law; or use access to the Service, its non-public features, or its private data to build or improve a competing product or service.
• "Lay-It-Down," "Lay-It-Down Wholesale," and associated logos are marks of CT HOLDINGS, LLC. You may not use them without our prior written permission.

16. Third-party services

The Service is built on and operates with third-party services, such as hosting, database, authentication, and file-storage providers, and is distributed through third-party app stores. Third-party services are governed by their own terms, and we are not responsible for third-party services we do not control. We do not endorse, and are not responsible for, any third-party website, product, or service referenced through the Service.

17. Privacy

Our Privacy Policy describes what information we collect, how we use and share it, how long we keep it, and the choices available to users and organizations. By using the Service, you acknowledge the Privacy Policy. Organizations are responsible for ensuring their Authorized Users are aware of the Privacy Policy.

18. Suspension and termination

• By us. We may suspend or terminate a user's or organization's access, restrict features, or remove content if we believe these Terms, the Acceptable Use / Photo & Content Policy, or applicable law has been violated; if necessary to protect the Service, its users, or third parties; if required by law; or if an organization's separate subscription agreement is terminated or its fees are unpaid. Where practical and appropriate, we will provide notice and an opportunity to address the issue, but we may act immediately when we believe the violation is serious, harmful, unlawful, or a security risk.
• By you. A user or an authorized representative of an organization may request account deactivation or organization closure at any time as described in the Support & Account Closure Policy.
• Effect. Upon suspension or termination, the affected users lose access to the Service. Records of past workflow activity are retained and handled as described in the Privacy Policy. Termination does not relieve a Dealer Organization of payment obligations under its separate subscription agreement, and it does not affect transactions already agreed between organizations.
• Survival. Sections that by their nature should survive termination do survive, including Sections 11, 13, 14, 15, 19, 20, 21, 22, 23, 24, 25, and 27 through 33.

19. Anti-circumvention

• Purpose. The Service introduces verified organizations through a private, confidential workflow. This section protects non-public network information and fees expressly agreed in a signed commercial agreement; it is not a noncompetition or exclusivity covenant.
• Limited commitment. For twelve months after the first platform introduction between two organizations, neither organization will:
  • harvest, compile, copy, or export non-public buyer or dealer network information obtained through the Service to build or populate a separate directory or competing network;
  • use a non-public platform introduction to systematically solicit or migrate counterparties away from the Service for the primary purpose of avoiding fees expressly owed to us under a signed agreement or order form; or
  • reuse non-public buyer, dealer, listing, offer, or message information outside the purposes authorized by these Terms and the Acceptable Use / Photo & Content Policy.
  A "platform introduction" occurs when two organizations without a materially pre-existing wholesale relationship, as shown by reasonable business records, are first connected through a listing, selection, offer, or message in the Service.
• What this section does not restrict. This section does not prohibit either organization from carrying on a lawful business, competing, communicating directly, or entering wholesale transactions. It does not restrict materially pre-existing relationships, relationships developed independently without use of non-public Service information, or communications and dealings needed to evaluate or complete a transaction, including payment, title, pickup, and transport arrangements. No organization is required to conduct a unit sale through the Service, and this section creates no transaction commission.
• Remedies. If an organization breaches this section, we may recover actual damages, unpaid contractual fees, and reasonable lawful enforcement costs, including reasonable attorneys' fees where permitted by law. We may seek appropriate equitable relief under Section 24, and we may suspend or terminate access under Section 18. Nothing in this section creates a penalty, liquidated damages, or automatic fee multiplier.

20. No guarantees

The Service provides workflow tools only. We do not guarantee, and expressly disclaim any guarantee of: the sale of any unit; the receipt of any offer; any price, value, or market outcome; any buyer's or dealer's response, participation, or performance; the accuracy, completeness, or currency of any listing, photo, or User Content; the condition, history, mileage, or title status of any unit; payment, pickup, delivery, or transport; or the completion of any transaction, including transactions a dealer has accepted through the Service. Acceptance of an offer through the Service records the parties' selection within the workflow; the parties' transaction terms and their performance are their own responsibility.

21. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS CONCERNING THE SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT OR GUARANTEE THE AVAILABILITY, UNINTERRUPTED OPERATION, SECURITY, OR ERROR-FREE PERFORMANCE OF THE SERVICE; THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY LISTING, PHOTO, OR OTHER USER CONTENT; THE CONDITION, HISTORY, MILEAGE, OR TITLE STATUS OF ANY UNIT; PAYMENT, PICKUP, TRANSPORT, OR DELIVERY; THE VOLUME OR AMOUNT OF ANY OFFER; BUYER OR DEALER PERFORMANCE; OR THE COMPLETION OF ANY SALE OR OTHER TRANSACTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US CREATES A WARRANTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

22. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Excluded damages. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, OR COSTS OF SUBSTITUTE OR REPLACEMENT SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Transactions. WE WILL NOT BE LIABLE FOR ANY DISPUTE, LOSS, OR DAMAGE ARISING FROM ANY TRANSACTION, ATTEMPTED TRANSACTION, OR FAILED TRANSACTION BETWEEN A DEALER ORGANIZATION AND A BUYER ORGANIZATION, INCLUDING MATTERS OF UNIT CONDITION, TITLE, PAYMENT, PICKUP, TRANSPORT, OR NON-PERFORMANCE.
• Aggregate cap. OUR TOTAL AGGREGATE LIABILITY TO YOU AND YOUR ORGANIZATION, COLLECTIVELY, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (USD $100) OR THE FEES YOUR ORGANIZATION PAID TO CT HOLDINGS, LLC FOR THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• Non-limitable liability. THE EXCLUSIONS AND CAP IN THIS SECTION DO NOT APPLY TO OUR INTENTIONAL OR GROSS FAULT, OUR FRAUD OR WILLFUL MISCONDUCT, LIABILITY FOR PHYSICAL INJURY CAUSED BY US, OR ANY OTHER LIABILITY, IN EACH CASE ONLY TO THE EXTENT IT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.
• Your obligations unaffected. THIS SECTION DOES NOT LIMIT YOUR ORGANIZATION'S PAYMENT OBLIGATIONS UNDER A SIGNED AGREEMENT OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 23, OR YOUR OR YOUR ORGANIZATION'S LIABILITY ARISING FROM A BREACH OF SECTION 14 (CONFIDENTIALITY) OR MISUSE OF OUR INTELLECTUAL PROPERTY UNDER SECTION 15.
• Basis of the bargain. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK FOR A WORKFLOW PLATFORM THAT IS NOT A PARTY TO THE PARTIES' TRANSACTIONS, AND THAT THE SERVICE WOULD NOT BE OFFERED ON THESE ECONOMIC TERMS WITHOUT IT. THIS SECTION APPLIES EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

23. Indemnification

Your Organization will defend, indemnify, and hold harmless CT HOLDINGS, LLC and its members, managers, officers, employees, and agents (the "Indemnified Parties") from and against any third-party claim, demand, action, or proceeding, and all resulting losses, damages, liabilities, settlements, costs, and expenses, including reasonable attorneys' fees, to the extent arising out of or relating to:

• listings, photos, messages, offers, or other User Content submitted by your Organization or its Authorized Users, including inaccurate, incomplete, or misleading unit information;
• customer personal information or other prohibited content uploaded by your Organization or its Authorized Users contrary to the Acceptable Use / Photo & Content Policy;
• any transaction, attempted transaction, or dispute between your Organization and another organization, including title or ownership issues, payment, pickup, and transport disputes;
• a violation by your Organization or its Authorized Users of any law or regulation, or of any third party's rights, including infringement or misappropriation of intellectual property or privacy rights;
• a breach by your Organization or its Authorized Users of these Terms or any policy incorporated into them; or
• misuse of the Service by your Organization, its Authorized Users, or through their accounts.

We will provide reasonably prompt written notice of the claim; delay in notice reduces your Organization's obligations only to the extent it is materially prejudiced. Your Organization may control the defense with counsel reasonably acceptable to us, and we may participate with our own counsel at our own expense. Each Indemnified Party will reasonably cooperate in the defense at your Organization's expense. Your Organization may not settle a claim without our prior written consent if the settlement does not fully and unconditionally release each Indemnified Party, requires an admission, imposes a non-monetary obligation on an Indemnified Party, or otherwise materially affects the Service or an Indemnified Party. If your Organization fails to assume or diligently conduct the defense within a reasonable time, we may assume the defense at your Organization's expense. We may also assume control where a claim seeks injunctive relief or could materially affect the Service, our security, or our rights. If we make that election despite your Organization's diligent defense, we pay the fees of defense counsel we select, but your Organization remains responsible for other covered losses under this section.

No Indemnified Party is entitled to indemnification under this section to the extent indemnification would exclude, limit, or shift liability that applicable law prohibits that party from excluding, limiting, or shifting.

24. Dispute resolution

Please read this section carefully. It affects your rights.

• Informal resolution first. Before starting a lawsuit, the complaining party must send the other party a written notice describing the dispute and the relief sought. Notices to us must be sent by email to support@layitdownapp.com (subject line: "Legal Notice of Dispute") and by mail to the legal-notices address in Section 33. The parties will attempt in good faith to resolve the dispute within thirty days after the notice is received. If it is not resolved, either party may proceed in court as provided below.
• Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Louisiana, without regard to its conflict-of-law rules.
• Exclusive venue. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved through informal resolution will be brought exclusively in the state courts located in Lafayette Parish, Louisiana, or, where federal jurisdiction exists, in the United States District Court for the Western District of Louisiana. Each party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.
• Small-claims rights. Notwithstanding the exclusive-venue provision, either party may bring an individual claim in any small-claims court that has jurisdiction if the claim qualifies for and remains in that court.
• Equitable relief. Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction for actual or threatened unauthorized access, breach of confidentiality obligations, infringement or misuse of intellectual property, network harvesting or misuse of private buyer information, or security violations, without first completing informal resolution.
• JURY-TRIAL WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THIS WAIVER AND THESE TERMS WITH COUNSEL.

25. Governing law

Except as provided in Section 24, these Terms are governed by the laws of the State of Louisiana, without regard to its conflict-of-law rules. Disputes are resolved as described in Section 24.

26. Changes to the Service and these Terms

• The Service will evolve. We may add, change, or remove features.
• We may update these Terms from time to time. If we make material changes, we will provide reasonable advance notice through the Service or by email to the account contact on file, and we will update the effective date above. Changes apply prospectively. Continued use of the Service after the updated Terms take effect constitutes acceptance of the updated Terms. If a signed agreement between us and your organization requires a different amendment process for specific commercial terms, that agreement controls for those terms.

27. Mobile applications and app-store terms

If you access the Service through an app distributed by Apple or Google:

• These Terms are between you and CT HOLDINGS, LLC only. The app-store provider is not a party to these Terms, does not own or operate the Service, and has no responsibility for the Service or its content.
• Your license is non-transferable and is limited to using the app on devices you own or control and as permitted by the applicable app-store usage rules, including any permitted family-sharing or volume-purchase rules.
• The app-store provider has no obligation to provide maintenance or support for the app; we are responsible for maintenance and support as described in these Terms or required by law.
• We, not the app-store provider, are responsible for addressing claims relating to the app or its possession or use, including product-liability, legal-compliance, consumer-protection, privacy, and third-party intellectual-property claims, subject to these Terms and applicable law.
• If a third party claims that an Apple-distributed app, or an end user's possession or use of it, infringes that third party's intellectual-property rights, we, not Apple, are solely responsible for investigating, defending, settling, and discharging that claim, subject to these Terms and applicable law.
• If an Apple-distributed app fails to conform to an applicable warranty that has not been effectively disclaimed and you paid Apple a purchase price for that app, you may notify Apple for any refund Apple is required to provide. To the maximum extent permitted by law, Apple has no other warranty obligation for the app.
• You represent that you are not located in a region subject to a U.S. Government embargo or designated by the U.S. Government as supporting terrorism and are not listed on a U.S. Government restricted-party list.
• Your use of the app must comply with applicable app-store usage rules and other third-party terms that apply to your device or network service.
• Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to an Apple-distributed app and may enforce those provisions after your acceptance. No other app-store provider is a third-party beneficiary except to the extent its governing terms require.
• Nothing in these Terms states or implies that Apple or Google endorses the Service.

28. Electronic communications

You consent to conduct your contracting and communications with us by electronic means. You consent to receive communications from us electronically, including through the Service and by email to the address associated with your account, and you agree that electronic communications, records, and signatures satisfy any legal requirement that a communication be in writing or signed. Business and service communications, including security, account, and transactional messages, may be sent as needed to operate the Service. Marketing preferences are described in the Privacy Policy.

29. Assignment

You may not assign or transfer these Terms or your account without our prior written consent, except to a successor of your organization's business by merger, acquisition, or sale of substantially all assets, with notice to us. We may assign these Terms in connection with a merger, acquisition, reorganization, financing, or sale of assets, or by operation of law.

30. Severability; waiver; force majeure

• If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions remain in full force.
• A failure or delay in exercising any right is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party.
• Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, severe weather, fire, flood, epidemics, war, terrorism, civil unrest, labor disputes, utility or telecommunications failures, hosting or infrastructure provider outages, and acts of government.

31. Entire agreement; order of precedence

These Terms, together with the Privacy Policy, the Acceptable Use / Photo & Content Policy, the Support & Account Closure Policy, and any signed agreement or order form between us and your organization, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on that subject. If a signed agreement or order form between us and your organization expressly conflicts with these Terms, the signed agreement or order form controls for the conflicting service-scope and commercial terms; these Terms control for use of the Service, conduct, confidentiality, risk allocation, and disputes unless the signed agreement expressly states otherwise.

32. Notices

We may provide notices through the Service, by email to the address associated with your account, or by other reasonable means. Legal notices to us must be sent by email to support@layitdownapp.com (subject line: "Legal Notice") and by mail to the address in Section 33.

33. Contact

Questions about these Terms may be directed to:

Our support process, response expectations, and account-closure process are described in the Support & Account Closure Policy at https://www.layitdownapp.com/account-closure.html.