End User License

YOUIE, Inc. Terms & Conditions

Last updated: August 09, 2024

1. Introduction

We are YOUIE, Inc., a Delaware corporation (“YOUIE”, “we”, “us” or “our”). We provide the YOUIE website located at YOUIE.cc as well as our other websites, mobile apps, software, services and related documentation (collectively, the “Service”). YOUIE’s Service is a content publishing and sharing platform, with the goal of enabling content contributors and fostering a deeper memory of the world around us. More specifically, the Service enables the uploading, posting, sharing, discovery and limited use of photographs provided by users (“Photos”), as well as other images, written text, web links, location information and any other content provided by users (collectively, “Content”).

These Terms & Conditions (“Terms”) are a binding agreement between YOUIE and you (“you” or “your”) and they govern all access to and use of the Service. If you accept these Terms on behalf of an entity, then “you” or “your” also refers to that entity. If you access or use the Service on behalf of an entity, you represent and warrant that you have the authority to agree to these Terms on that entity’s behalf. Also, where “you” or “your” comprises two or more persons, then each of those persons are bound by these Terms severally.

PLEASE READ THE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICE, YOU (AND ANY ENTITY ON WHOSE BEHALF YOU ARE ACTING): (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS, DOWNLOAD, INSTALL OR USE THE SERVICE.

YOU (AND ANY ENTITY ON WHOSE BEHALF YOU ARE ACTING) ALSO ACKNOWLEDGE AND AGREE THAT THESE TERMS REQUIRE THAT: (1) ANY DISPUTE ARISING OUT OF OR RELATING TO THE SERVICE WILL BE RESOLVED ONLY BY BINDING ARBITRATION, WHICH MEANS THAT YOU AGREE TO GIVE UP THE RIGHT TO GO TO COURT TO SUE US (OR BE SUED BY US) EXCEPT FOR SOME DISPUTES THAT CAN BE TAKEN TO SMALL CLAIMS COURT; (2) ANY SUCH DISPUTE WILL BE DECIDED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY; AND (3) YOU WILL NOT COMMENCE OR JOIN A CLASS ACTION LAWSUIT AGAINST YOUIE OR ANY YOUIE AFFILIATE.
 
2. Eligibility

You must be 13 years or older to access or use the Service. If you are between 13 and 17 years of age, please review these Terms with your parents/guardians before using the Service. By accessing or using the Service, you represent and warrant that: (a) you are at least 13 years old, and if you are not yet 18 years old, that your parents or guardians have consented to your use of the Service and you acknowledge and agree that such use is at their discretion; (b) you are not barred from using the Service under any applicable laws or regulations and you are not a convicted sex offender; and (c) you have never been suspended or terminated from our Service for any violation of the Terms, policies or applicable laws or regulations.
 
3. Accounts and Registration

You may make limited use of the Service as a guest, but you must create a YOUIE account in order to access certain features, including for discovery, downloading, and contributing to the YOUIE community. If you do create an account, you will need to provide certain information about yourself to YOUIE, as part of the registration process. You promise that all registration information you provide will be truthful, accurate and complete, and that you will update the information as needed in order to maintain its accuracy at all times. You may never use another user’s account without permission. Any activity that occurs on or through your account will be your sole responsibility, and you must maintain the confidentiality and security of your account login credentials. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You may not allow any other party to access or use the Service with your account login credentials. If you know or suspect any unauthorized use of your account or other security breach, you must notify YOUIE immediately at support@youie.cc. YOUIE will not be liable for any loss caused by unauthorized use of your account.

4. Our License to You

a. The Service

YOUIE owns and operates the Service. All of the software, visual interfaces, graphics, designs, information, compilations and other elements of the Service (the “Materials”) are owned by YOUIE, its affiliates or its licensors, and are protected by intellectual property and other laws.
YOUIE grants you a non-exclusive, limited, non-transferable, freely revocable license to use the Service, solely for your own personal use. Subject to this limited license, YOUIE, its affiliates and its licensors reserve all of their respective rights, title and interest in and to the Service, including the Materials and all related intellectual property rights. No rights are granted to you unless expressly stated herein.

YOUIE is always trying to improve the Service, so it may evolve over time. We may suspend or discontinue any part of the Service, or we may introduce new features, impose limits on certain features or restrict access to all or parts of the Service. We will try to provide notice whenever we make a material change to the Service that might adversely affect you, but this is not always practical. YOUIE reserves the right to delete or disable access to any Content at any time, for any reason, in our sole discretion, without notice or liability.

b. Specific Content – YOUIE License

If you discover a Photo uploaded by another user (the “Photographer”) on the Service that you wish to download, then in exchange for payment of the designated, per-Photo download fee, YOUIE (on behalf of itself and the Photographer) will and hereby does grant you a limited, non-exclusive, freely revocable sublicense enabling you to download, copy, modify, distribute, and use that specific Photo, solely for your own personal, non-commercial use (the “YOUIE License”). Note: the YOUIE License does not require you to give credit or attribution to the Photographer or other creator or licensor in connection with your use of the Photo (but proper copyright attribution is always encouraged and appreciated). Also note: the YOUIE License excludes the use of any Photos or other Content to train any form of artificial intelligence, machine learning or similar technology, without our express prior written consent in each instance.

You understand that you use all Content, and any information contained in such Content, solely at your own risk. We do not in any way endorse any Content that we may enable you to upload, post, publish, share or otherwise make available on the Service; and we do not vouch for its truthfulness, authenticity, completeness, reliability or legal status. We are not responsible for, and have no duty to monitor, any Content. If you aren’t sure whether your intended use of any Content may implicate third party rights or require additional permissions or consents, you should consult with your legal or other professional advisors.

c. Events

An "Event" is defined by (i) time, with a specific start date and end date, (ii) geolocation, as represented by a GPS diameter and (iii) other parameters that we may implement from time to time. The main purpose of an Event is to discover and group together all the Photos on the Service that match the Event parameters, and display them together as an Event compilation.

Any user may organize or join an Event. By organizing or joining an Event, you agree that if you have uploaded a Photo that matches the Event’s parameters (as determined by the geolocation metadata embedded in the Photo file), you authorize that Photo to be displayed as part of the Event compilation. You may withdraw from an Event at any time; and if you do withdraw, your qualifying Photos will be removed from the Event.

You also acknowledge and agree that, when you join a specific Event, if any of your Photos qualify for grouping and display as part of that Event, you grant a no-fee YOUIE License solely to the organizer of that specific Event, enabling that Event organizer to download the Photos without a fee. (Your Photos will otherwise remain available to other users for download only on a paid basis.)

YOUIE may, in its sole discretion, reassign an Event to another user as the Event organizer or owner, combine, rename or modify similar or duplicate Events, or suspend or terminate Events that violate these Terms. YOUIE makes no representation or warranty as to the accuracy, relevance, appropriateness or completeness of any Event or the grouping or display of Photos in connection with any Event. YOUIE disclaims all responsibility for Events, including but not limited to, how they may be organized, named, defined, displayed or promoted, and how Photos may be grouped or displayed within, or omitted from, any Event. By organizing, joining, participating in, or even withdrawing from an Event, you acknowledge and agree that you do so at your own risk and discretion.

d. Payments

All Photo download transaction fees paid and received through the Service are represented by YOUIE credits (“Credits”). If you wish to purchase Credits or add Credits to your YOUIE account, you are required to set up an authenticated account with our designated third-party payment processor for such purpose, Apple or Google (depending on your device operating platform) and the transaction minimum is Five Dollars (US $5.00). When you purchase or add Credits, or if you seek a refund of purchased Credits, you acknowledge that (i) Youie does not manage such transactions or assess any fees or charges in connection with such transactions, (ii) such transactions are managed solely by your payment card provider, bank or other financial institution, and by the designated third-party payment processor (e.g., Apple Pay or Google Pay), (iii) such transactions are subject entirely to those third parties’ respective terms, conditions and policies, and (iv) you will be solely responsible for any transaction-related fees or charges assessed by such third parties, as well as all applicable taxes.

To make any Photos available for paid downloads via the Service as the responsible Photographer, and to be eligible to earn and withdraw any earned Credits from such downloads, you are required to set up an authenticated account with our third-party processor, Stripe. When a user (a “Purchaser”) buys a download of your Photo per the YOUIE License, YOUIE earns and automatically deducts its service fee from the payment before attributing the balance to your YOUIE account. As you accrue payment Credits in your YOUIE account, the funds represented by those Credits are held in an escrow account by YOUIE. For clarity, YOUIE may combine the funds from multiple transactions and multiple users within the escrow account, and YOUIE will be entitled to any interest that accrues on such escrowed funds. Once you have aggregated a minimum Credit balance of US $20.00 in your YOUIE account, the balance will be eligible for your withdrawal. (YOUIE reserves the right to modify this minimum balance requirement at any time, upon notice to you.) YOUIE covers the cost of maintaining accounts through its Stripe account, to help ensure that no withdrawal fees are passed on to you. However, when you initiate a withdrawal, you acknowledge that (i) the withdrawal transaction is managed solely by Stripe, (ii) such transaction is subject entirely to Stripe’s applicable terms, conditions and policies, and (iii) you will be solely responsible for any transaction-related fees or charges, as well as all applicable taxes.

YOUIE expressly disclaims any liability for any errors, delays or other issues arising out of or related to any Credit purchase, transfer, refund or other transaction processed by a third party. If your YOUIE account remains inactive for two years, and you do not respond to any notices sent to your contact information on file, the account and any Credits therein are subject to forfeiture. By using our Service, you acknowledge and agree that you will have no rights or remedies against YOUIE, its affiliates or licensors, arising out of or related to such issues. Any dispute arising out of or related to any Credit-related transaction will be governed by the applicable third-party processor’s dispute resolution process and other applicable terms, conditions and policies.

5. Your Content License to YOUIE

While you always retain full ownership of your Content, whenever you submit, upload or otherwise make Content available on the Service as a Photographer, you expressly grant to YOUIE a worldwide, non-exclusive, royalty-free license, sublicensable in multiple tiers, to host, store, transfer, display, adapt, perform, reproduce, modify, make derivative works of, translate, publish, distribute and re-distribute that Content in whole or in part, including without limitation any name, voice, and/or likeness contained or depicted in the Content, in any form, media or technology now known or hereafter developed, for use in connection with the Service and with YOUIE’s and its affiliates’ and successors’ business. For clarity, you also expressly agree that YOUIE may sublicense the Content to others, subject to the terms of the YOUIE License (as described above). You further waive, and agree not to assert against YOUIE, its affiliates and/or licensors, any moral rights that you may have in the Content. To the extent that the Content contains any Personal Information, please refer to our Privacy Policy for more information about how Personal Information is collected and used. (“Personal Information”, also known as personally-identifiable information or personal data, is information that can identify you specifically.)

You understand that we are not obligated to publish, transmit, use or otherwise make available your Content. While you acknowledge and agree that we are not responsible for any Content, we do have the right, directly or through our affiliates or agents, in our sole discretion, to monitor, review, edit, redact, modify, remove, delete, disable, refuse, restrict or terminate access to Content (in whole or in part) at any time, with or without notice, for any or no reason, and without liability. Any YOUIE decision to take such action regarding Content will be final. You agree that you will not attempt, either directly or indirectly, to upload, post or share on the Service any Photo or other Content which we have refused or previously taken action against.

While not required, you may choose to submit comments or ideas about the Service including, but not limited to, suggested improvements (“Feedback”). By submitting any Feedback, you agree that: (a) the submission of Feedback is gratuitous, unsolicited and without restriction and will not place YOUIE under any fiduciary or other obligation; (b) YOUIE is free to use Feedback without any compensation or attribution to you; (c) YOUIE is free to disclose Feedback to anyone on a non-confidential basis or otherwise; and (d) by accepting your submission, YOUIE does not waive any rights to use or exploit similar or related ideas previously known to YOUIE, developed by YOUIE, or obtained from sources other than you.

6. Representations and Warranties, Disclaimers

a. YOUIE

YOUIE represents and warrants to you that: (i) we have the right, power and authority to enter into this Agreement, grant the rights and licenses granted herein and fully perform its obligations hereunder; and (ii) we maintain technical and organizational security measures designed to help protect your Personal Information from unauthorized access, disclosure, alteration, or destruction.

OTHER THAN THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUIE PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING, USAGE OR TRADE. WITHOUT LIMITING THE FOREGOING, YOUIE, ITS AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE WITHOUT INTERRUPTION, OR WILL BE FREE OF DEFECTS, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. AND BECAUSE UNFORTUNATELY NO DATA TRANSMISSION OR STORAGE SYSTEM IS 100% SECURE OR ERROR FREE, WE CANNOT GUARANTEE THE SECURITY OF THE INFORMATION WE COLLECT. NOR DOES YOUIE WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT UPLOADED, POSTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICE. YOUIE IS MERELY ACTING AS A PASSIVE CONDUIT FOR THE ONLINE PUBLICATION AND DISTRIBUTION OF THE CONTENT. THE SERVICE, THE CONTENT AND ANY THIRD-PARTY PRODUCTS AND SERVICES (AS DISCUSSED BELOW) ARE USED AT YOUR OWN RISK.

b. You

You represent and warrant to YOUIE that: (i) you have the right, power and authority to enter into this Agreement, grant the rights and licenses granted herein and fully perform your obligations hereunder; (ii) your Content complies fully with these Terms, including but not limited to YOUIE’s Prohibited Conduct policy (below); (iii) if your Content contains any third-party copyrighted works, trademarks, service marks or other brands, recognizable individuals, personal information or other materials, you have obtained all necessary rights, permissions and authority for the use of such materials, including from the person(s) identified in, depicted in or implicated by the Content (and in the case of minors, also from their parents or legal guardians as appropriate), and to license the Content to YOUIE as set forth in these Terms; (iv) YOUIE may exercise the rights that you grant hereunder without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (v) there is no suit, action, claim or other proceeding pending or threatened which might affect the Content or any rights granted by you hereunder.

7. Copyright Policy

Because YOUIE respects creator and Content owner rights, it is our policy to respond to alleged copyright infringement notices that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that your copyrighted work has been used in a way that constitutes copyright infringement and is accessible via the Service, please notify our copyright agent as set forth in the DMCA. For your notification to be valid under the DMCA, you must provide all of the following information in writing:

A. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;

B. Identification of the copyrighted work that you claim has been infringed;

C. Identification of the material that is claimed to be infringing and where it is located on the Service;

D. Information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address;

E. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or law; and

F. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:
Attention: YOUIE DMCA Agent
Address: YOUIE, Inc., 2561 Ganahl Street, Los Angeles, CA 90033
Email: support@youie.cc (please put “DMCA” in your email subject line)

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying YOUIE and our affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, YOUIE has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Service and/or terminate the account of any user who infringes any intellectual property rights of others, whether or not there is any repeat infringement.

8. Prohibited Conduct

BY ACCESSING OR USING THE SERVICE, YOU AGREE NOT TO DO, ATTEMPT, OR ASSIST ANYONE ELSE TO DO ANY OF THE FOLLOWING:
Violate these Terms, or any applicable law, regulation or rule;
Infringe, misappropriate or otherwise violate any third-party intellectual property, privacy, publicity or other proprietary rights;
Upload, post, or publish any Content that is unlawful, defamatory, libelous, untruthful, misleading, profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate;

Interfere with or circumvent any security feature or access control of the Service, including but not limited to any feature that prevents or restricts access to, copying or other use of copyrighted works (e.g., by hacking passwords or circumventing encryption);

Decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Service;
Interfere with the operation of the Service or another user’s use of the Service, including for example: (i) uploading or spreading any viruses, adware, spyware or other malicious code; (ii) using the Service to make unsolicited advertisements, offers or promotions (e.g., “spam”); (iii) collecting or harvesting another user’s Personal Information (including but not limited to account names) from the Service; (iv) harassing, threatening, intimidating, defaming or bullying other users; (v) taking any action that imposes (or may impose in our sole determination) an unreasonable or disproportionately large load on our infrastructure; and (vi) interfering with the networks or equipment that we use to provide the Service;

Engage in any fraudulent or misleading conduct, such as: impersonating another person; or forging, misrepresenting, omitting or deleting message headers, return mailing information, and/or Internet protocol addresses to conceal or misidentify the origin of a message;
Sell physical copies of Photos, including selling them as prints or printed on physical goods;

Include editing exif data on Photos or other Content downloaded from YOUIE, for the purpose of representing it as your owned/created Content;
Modify, publish, reproduce, create derivative works based on, translate, distribute, transmit, publicly display or perform, participate in the transfer or sale of, or otherwise exploit the Service;

Access the Service using any bots, spiders, scripts, crawlers, scrapers, or other manual or automated tools or applications (and any use of the foregoing to gather Content from the Service is considered theft and will be prosecuted to the fullest extent of the law);

Frame or hotlink to the Service or any Content other than your own, without YOUIE’s prior written consent;

Access, download, copy, modify, distribute, perform, or use any Photos or other Content to create a service similar or competitive to the Service, or to contribute such Content to an existing similar or competitive service;

Use any YOUIE trademark (or variation thereof) as a domain name, metatag, keyword, or other programming code or data, or adopt or use any word or mark which is similar to or likely to be confused with any YOUIE trademark, without YOUIE’s prior written consent; or Transfer or assign your rights or obligations hereunder, including but not limited to, with respect to to your access to or use of the Service or any Content.

You are solely responsible for any Content that you provide or make available to the Service. If your Content is believed to be in violation of any applicable law or regulation or these Terms, YOUIE may disclose the Content (and associated data) to law enforcement or other applicable authorities and pursue any other available remedy.

You are also solely responsible for your interactions with other users. YOUIE will have no liability for such interactions, or for any user’s action or inaction. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

9. Third-Party Products and Services

The Service may contain links or connections to third-party websites, products or services that are not owned or controlled by YOUIE. YOUIE does not warrant, endorse, guarantee, or assume responsibility for any third-party product or service. YOUIE will not be a party to or in any way monitor any transaction between you and third-party providers of products or services. We encourage you to be aware whenever you leave the Service and to read the terms and conditions and privacy policy of each third-party website or service that you may visit or use. You may also find tools on the Service that send information, including Content, to third-party services; and by using such tools, you expressly permit YOUIE to send the information to such services.

10. Suspension or Termination

If you breach these Terms, we may suspend or terminate your access to and use of the Service, including your account, with or without notice and without liability to you. Upon termination for any reason, you continue to be bound by these Terms. If your account is terminated for any reason, you must obtain written authorization from YOUIE before establishing another account. If you attempt to establish another account without obtaining that authorization, we may permanently ban you from the Service. You may not have more than one active account at any time without our written consent.
You may voluntarily terminate your YOUIE account by emailing us at support@youie.cc or by following any instructions provided via the Service.

11. Privacy Policy

YOUIE takes privacy seriously. You understand that by using the Service, you consent to the collection, use and disclosure of your Personal Information and aggregate data as set forth in our Privacy Policy and to have your Personal Information collected, used, transferred to and processed in the United States. We only process your personal information in accordance with our Privacy Policy.

12. Modification of These Terms

From time to time, we may modify these Terms. We may also add policies, guidelines or requirements (“Additional Policies”). We may notify you of these modifications and/or Additional Policies by posting them on the Service. We will use commercially reasonable efforts to notify you of material changes via a pop-up banner, by sending an email or other electronic message to the contact information associated with your YOUIE account, or by other means. But it is your sole responsibility to check the Service from time to time to view any modified Terms and/or Additional Policies. By continuing to access or use the Service after we have notified you of any modified Terms and/or Additional Policies, you agree to be bound by them. If you do not agree, you must cease all access and use of the Service.

13. Indemnification

You will defend, indemnify and hold harmless YOUIE, its affiliates, licensors and agents, and their respective directors, officers, managers, employees, consultants, affiliates, and agents, from and against any and all claims, liabilities, damages, losses, and expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or related to: (i) your access to or use of the Service, including any Content transmitted or received by you; (ii) your violation of any term or condition of these Terms; (iii) your violation of any third-party right, including without limitation any intellectual property rights or rights of privacy or publicity; (iv) your violation of any applicable law, regulation or rule; (v) any claim or damages arising from or related to any of your Content or any content or data that is submitted via your account; (vi) any third party’s access to and use of the Service with your account login credentials; and (vii) any disputes between you and a third party. If you do have to defend us, we will have the right to assume exclusive control of the matter (without limiting your indemnification responsibilities) and, if that happens, you will cooperate with our defense of the claim. Your obligations under this Section will survive the termination or expiration of these Terms.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOUIE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SERVICE OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. S OME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
EXCEPT AS EXPLICITLY PROVIDED IN SECTION 16, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO USE) THE SERVICE OR ANY CONTENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, IS LIMITED TO US$100.00.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS BETWEEN YOU AND US. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

15. Dispute Resolution, Governing Law and Venue

A. Dispute Resolution, Arbitration

i. Generally. In the interest of resolving disputes in the most efficient and cost effective way, YOUIE and you (and any entity on whose behalf you are acting) agree to resolve, by binding arbitration, any and all disputes arising out of or related to these Terms or your use of the Service or any Content. Arbitration is less formal than a lawsuit in court. It uses a neutral arbitrator instead of a judge or jury, it may require more limited discovery (i.e., pre-trial fact finding) than in court, and the arbitrator’s decision usually is not appealable in court. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate claims arising out of or relating to any aspect of these Terms, includes all claims, whether based in contract, tort (including negligence), statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination or expiration of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU (AND ANY ENTITY ON WHOSE BEHALF YOU ARE ACTING) AND YOUIE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
 
ii. Exceptions. Notwithstanding Section 15.A.i, YOUIE and you agree that nothing in these Terms waives or limits the right to: (i) bring an individual action in small claims court; (ii) pursue enforcement actions through federal, state, or local agencies; (iii) seek injunctive relief or other provisional relief in aid arbitration from a court of law; or (iv) file a lawsuit in a court of law to address intellectual property claims.
 
iii. Arbitrator. Any arbitration between YOUIE and you will be held under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. If you would like a copy of the AAA Rules, they are available online at www.adr.org or by calling the AAA at 1-800-778-7879.
 
iv. Fees. If you commence arbitration under these Terms, we will reimburse you for your payment of the filing fee if your claim is for $10,000 or less. Otherwise, the payment of filing fees will be decided by the AAA Rules. If your claim is for $10,000 or less, you can choose whether the arbitration is conducted (i) solely on the basis of documents submitted to the arbitrator, (ii) via telephone or virtual conference, with no in-person hearings, or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If your claim is for more than $10,000, the arbitration hearings will take place at a location that we agree upon in Los Angeles County, California. If the arbitrator rules that the substance of your claim or the relief you seek in the arbitration demand is frivolous or brought for an improper purpose (as determined by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and you agree to reimburse us for any amounts we previously paid but for which you are obligated to pay under the AAA Rules. The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions upon which the decision and award (if any) are based. The arbitrator may make rulings and resolve disputes regarding the payment of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

v. No Class Actions. YOU AND WE EACH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN SUCH PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless you and we agree otherwise, the arbitrator cannot consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

vi. Modifications. If we make any future changes to this arbitration agreement (other than a change to our address for notices), you can reject the changes by sending us written notice (to our address for notices) within 30 days of the change. If you do so, your account on the Service will immediately terminate and this arbitration agreement, as in effect immediately prior to the amendments you rejected, will survive termination.

vii. Enforceability. If Section 15.A.vi is found to be unenforceable, or if the entirety of this arbitration agreement is found to be unenforceable, then this Section 15.A will be null and void; and if this happens, YOUIE and you agree to submit any disputes arising out of or related to these Terms or your use of the Service or any Content, in the exclusive, mandatory jurisdiction stated in Section 15.B.

B. Governing Law and Venue. Our agreement under these Terms is governed by the laws of Delaware, without regard to its conflict of laws principles. If a lawsuit is permitted under these Terms, YOUIE and you (and any entity on whose behalf you are acting) agree to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California.

16. Consent to Electronic Communications
You consent to receive electronic communications from us as described in these Terms and our Privacy Policy. Please read our Privacy Policy to learn about your choices regarding our electronic communications practices. We may send you any notices, agreements, disclosures, or other communications to you electronically.

17. Contact Information

YOUIE may provide any notice to you under these Terms by posting a notice within the Service or by sending a message to the email address then associated with your account. Notice provided by posting within the Service will be effective upon posting and notices provided by email will be effective when YOUIE sends the email. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive it. Notices provided to YOUIE by you under these Terms must be sent by email to YOUIE, Inc. at support@youie.cc. Notices sent by you to YOUIE are effective upon receipt by us.

18. Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

19. General

These Terms, along with the Privacy Policy and the other policies that are incorporated into these Terms, are the entire agreement between YOUIE and you regarding your use of the Service and any Content. Except for our right to modify or supplement these Terms as stated above, these Terms can only be amended by a written agreement signed by both YOUIE and you. You are not allowed to assign or transfer these Terms or any of your rights or obligations under these Terms, including but not limited to your account on the Service, without our prior written consent, except that you may assign these terms in their entirety to your successor in the event of a merger, acquisition, corporate reorganization or a sale of all or substantially all of your assets so long as such successor is not a competitor of YOUIE or its affiliates. We may assign or transfer these Terms. Any delay or failure to enforce any rights under, or require your compliance with, these Terms will not affect our right to enforce the rights or require your compliance at a later time. If we waive any breach by you of these Terms, we will not be waiving any subsequent breach or your obligation to comply with any terms that you breached. We’ve included paragraph and section headings for ease of reference, but these headings do not affect the interpretation of these Terms. In the event that any part of these Terms is determined by a judge or arbitrator to be unenforceable, the unenforceable part will be given effect as much as possible and the remaining parts will remain in full force and effect. Upon termination or expiration of these Terms, any provision that by its nature should survive (or that specifically states that it will survive) will survive the termination, including but not limited to Sections 2, 4b, and 5 through 19.

20. Contact Us

If you have any questions about these Terms, please contact us at support@YOUIE.cc.