These Terms of Use ("Terms") govern your access to and use of the website, services, and products provided by Layor Managed Services LLC ("we," "our," "us," or "Company"), a Virginia limited liability company. By accessing or using our services, you agree to be bound by these Terms and our Privacy Policy.

1. ACCEPTANCE OF TERMS

By accessing our website, engaging our services, or using any of our digital marketing solutions, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

These Terms constitute a legally binding agreement between you and Layor Managed Services LLC. You represent that you have the legal authority to enter into this agreement and that you are at least 18 years of age.

2. DESCRIPTION OF SERVICES

Layor Managed Services LLC provides digital marketing services organized around three core pillars:

2.1 Awareness Services

Website development and design

Search Engine Optimization (SEO)

Social Media Marketing (SMM)

Paid advertising campaigns and management

Brand development and digital presence optimization

2.2 Time Management Services

Booking calendar systems and appointment scheduling

AI-powered customer service agents

Automated call handling and appointment booking

Inquiry response automation

Business process automation and optimization

2.3 Reputation Management Services

Automated review request processes

Review response management across all platforms

Online reputation monitoring and reporting

Brand reputation protection and enhancement

3. USER ACCOUNTS AND REGISTRATION

To access certain features of our services, you may be required to create an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary.

You are responsible for:

Maintaining the confidentiality of your account credentials

All activities that occur under your account

Notifying us immediately of any unauthorized use of your account

Ensuring your contact information remains current and accurate

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent or harmful activities.

4. ACCEPTABLE USE POLICY

You agree not to use our services to:

Violate any applicable laws, regulations, or third-party rights

Transmit harmful, offensive, or inappropriate content

Engage in fraudulent, deceptive, or misleading activities

Interfere with or disrupt our services or servers

Attempt to gain unauthorized access to our systems

Use our services for competitive intelligence or reverse engineering

Distribute spam, malware, or other harmful code

Violate intellectual property rights of others

Engage in any activity that could damage our reputation or business

Violation of this Acceptable Use Policy may result in immediate suspension or termination of services without notice.

5. SMS/TEXT MESSAGING TERMS (A2P 10DLC COMPLIANCE)

5.1 Consent to Receive Messages

By providing your mobile phone number and opting in to receive SMS communications, you expressly consent to receive text messages from Layor Managed Services LLC. Consent is not required as a condition of purchase.

5.2 Types of Messages

You may receive the following types of SMS messages:

Appointment confirmations, reminders, and scheduling updates

Service notifications and account updates

Marketing messages and promotional offers (with separate consent)

Billing and payment notifications

Emergency or urgent service communications

5.3 Message Frequency and Costs

Message frequency varies based on your account activity and service preferences. Standard message and data rates may apply according to your mobile carrier's plan. You are responsible for all charges incurred.

5.4 Opt-Out Procedures

You may opt out of SMS communications at any time by:

Replying "STOP" to any text message from us

Calling us at (571) 536-2950

Emailing us at [email protected]

Updating your communication preferences in your account settings

5.5 Carrier Compatibility

Our SMS services are compatible with major U.S. carriers. We are not responsible for messages that are not delivered due to carrier restrictions, network issues, or device limitations.

6. PAYMENT TERMS AND BILLING

6.1 Service Fees

Service fees are based on the agreed-upon scope of work and payment schedule outlined in your service agreement or proposal. All fees are due according to the payment terms specified in your contract.

6.2 Payment Methods

We accept various forms of payment including credit cards, ACH transfers, and other methods as agreed upon. Payment processing may be handled by third-party payment processors subject to their terms and conditions.

6.3 Late Payments and Collections

Late payments may be subject to interest charges and collection fees as permitted by Virginia law. Services may be suspended for accounts with overdue balances exceeding 30 days.

6.4 Refunds and Cancellations

Refund and cancellation policies are specified in individual service agreements. Generally, services already performed or third-party costs incurred are non-refundable.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Our Intellectual Property

All content, software, designs, methodologies, and materials provided by us remain our intellectual property or that of our licensors. You receive a limited, non-exclusive license to use our services as intended.

7.2 Client Materials

You retain ownership of your pre-existing intellectual property and grant us a license to use your materials solely for providing the contracted services. We may retain copies for quality assurance and legal compliance.

7.3 Work Product

Ownership of work product created specifically for you (such as custom websites or marketing materials) is typically transferred upon full payment, as specified in your service agreement.

8. DISCLAIMERS AND WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:

Warranties of merchantability, fitness for a particular purpose, and non-infringement

Warranties regarding the accuracy, reliability, or completeness of our services

Warranties that services will be uninterrupted, error-free, or secure

Warranties regarding specific marketing results or business outcomes

We do not guarantee specific results from our marketing services, including but not limited to search engine rankings, website traffic, lead generation, or revenue increases.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY VIRGINIA LAW, IN NO EVENT SHALL LAYOR MANAGED SERVICES LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR OUR SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO OUR SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you. In such cases, our liability shall be limited to the fullest extent permitted by law.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Layor Managed Services LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

Your use of our services in violation of these Terms

Your violation of any third-party rights

Any content or materials you provide to us

Your violation of applicable laws or regulations

Any negligent or wrongful conduct by you or your employees/agents

11. TERMINATION

11.1 Termination by Either Party

Either party may terminate services according to the terms specified in the applicable service agreement. Termination procedures and notice requirements vary by service type and contract terms.

11.2 Termination for Cause

We may immediately terminate or suspend services if you breach these Terms, fail to pay fees when due, or engage in conduct that could harm our business or reputation.

11.3 Effect of Termination

Upon termination, your right to use our services ceases immediately. Provisions relating to intellectual property, limitation of liability, indemnification, and dispute resolution survive termination.

12. GOVERNING LAW

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of law principles. The Virginia Limited Liability Company Act governs matters relating to our company structure and internal affairs.

Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Richmond, Virginia, and you consent to the jurisdiction of such courts.

13. DISPUTE RESOLUTION

13.1 Informal Resolution

Before initiating formal legal proceedings, parties agree to attempt to resolve disputes through good faith negotiations. Written notice of any dispute must be provided to allow for a 30-day resolution period.

13.2 Mediation

If informal negotiations fail, disputes may be submitted to mediation through a mutually agreed-upon mediator in Richmond, Virginia. Mediation costs shall be shared equally between the parties.

13.3 Litigation

If mediation is unsuccessful, disputes shall be resolved through binding litigation in the courts specified in Section 12. The prevailing party may be entitled to recover reasonable attorneys' fees and costs.

14. CHANGES TO TERMS

We reserve the right to modify these Terms at any time by posting updated terms on our website. Material changes will be communicated via email or prominent notice on our website at least 30 days before the effective date.

Your continued use of our services after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must discontinue using our services.

For existing service contracts, changes to these Terms may not apply until contract renewal or as otherwise agreed in writing.

15. CONTACT INFORMATION

Layor Managed Services LLC

Address: 8401 Mayland Drive Suite A, Richmond, VA 23294

Phone: (571) 536-2950

Email: [email protected]

Business Hours: Monday - Friday, 8:00 AM - 5:00 PM

For questions about these Terms, to report violations, or to request information about our services, please contact us using the information above. We will respond to inquiries within two (2) business days.

16. MISCELLANEOUS

16.1 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.

16.2 Entire Agreement

These Terms, together with our Privacy Policy and any executed service agreements, constitute the entire agreement between you and Layor Managed Services LLC regarding the subject matter herein.

16.3 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

16.4 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce such provision in the future.