YOUTOOZ TERMS OF USE AGREEMENT
Last Updated Date: Monday, August 24 2026
Welcome and thank you for your interest in Youtooz Inc. (“Youtooz”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.1 (Supplemental Terms)), the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at youtooz.com and its subdomains, and any of Youtooz’s other websites on which a link to these Terms of Use appears (collectively, the “Website”) and (ii) the products, content, and other resources available on or enabled via our Website, including Youtooz’s online store offering collectible figures, plushies, and branded merchandise (collectively, with our Website, the “Service”).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY OR BY BROWSING THE WEBSITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH YOUTOOZ, (3) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF SUCH ENTITY. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.
Dispute Resolution: PLEASE READ THESE TERMS CAREFULLY AND BE AWARE THAT SECTION 12 PROVIDES THAT, UNLESS YOU OPT OUT WITHIN 30 DAYS OF AGREEING TO THESE TERMS, ALL DISPUTES BETWEEN YOU AND US, WITH LIMITED EXCEPTIONS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 12 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.
THE AGREEMENT IS SUBJECT TO CHANGE BY YOUTOOZ IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 13.6 (AGREEMENT UPDATES).
1. USE OF THE SERVICE. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Youtooz, your right to access and use the Service, in whole or in part, is subject to this Agreement.
1.1 Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.
2. OWNERSHIP.
2.1 The Service. You agree that Youtooz and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation) and all improvements, enhancements and updates made thereto. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
2.2 Trademarks. Youtooz’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Youtooz and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
2.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Youtooz regardless of how submitted (“Feedback”) is at your own risk and that Youtooz has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Youtooz a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Youtooz’s business.
3. USER CONDUCT. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to take any action on or through the Service that: (i) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, pornographic, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane, or racially, ethnically, or otherwise discriminatory; (ii) impersonates any person or entity, including any employee or representative of Youtooz; (iii) interferes with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement; (iv) manipulates the price of any product, (v) interferes with the working of the Services, or imposes an unreasonable or disproportionately large load on our infrastructure; (vi) uses the Services to collect, harvest, transmit, distribute, or submit any information concerning any other person or entity, including without limitation photographs of others, personal contact information or credit card, debit or calling card or account numbers without their permission; (vii) breaches or circumvents any laws, third party rights, or our policies; or (viii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl,” or “spider” any pages contained in Services, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Service by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service.
4. THIRD-PARTY SERVICE.
4.1 Third-Party Websites and Applications. The Service may contain links to third-party websites and applications for third parties (collectively, the “Third-Party Services”). Such Third-Party Services are not under the control of Youtooz. Youtooz is not responsible for any Third-Party Services. When you use or access a Third-Party Service, you become subject to the terms and conditions (including privacy policies) of that Third-Party Service. Youtooz does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Service, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
5. FEES AND PURCHASE TERMS.
5.1 Third-Party Service Provider. Youtooz uses Shopify Payments, a payment processing service provided by Shopify Inc. and its affiliates (“Shopify”), as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). Shopify Payments integrates with one or more underlying payment processors (each, a “Payment Processor”), which may vary depending on your location, to process and settle your transaction. If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Shopify’s Privacy Policy (currently accessible at https://www.shopify.com/legal/privacy) and its Terms of Service (currently accessible at https://www.shopify.com/legal/terms), together with the applicable Payment Processor terms and privacy policy that Shopify flows down to you based on your location (collectively, the “Payment Processor Terms”), and hereby consent and authorize Youtooz and Shopify to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. You further acknowledge that the applicable Payment Processor may independently process your personal data, including for identity verification, fraud prevention, and compliance with know-your-customer, anti-money-laundering, sanctions, and other legal obligations, in which case that Payment Processor’s own privacy policy governs such processing. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider, the applicable Payment Processor, and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider and the applicable Payment Processor use various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize them to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
5.2 Payment. You shall pay all fees or charges (“Fees”) in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. By providing Youtooz and/or our Third-Party Service Provider with your payment information, you agree that Youtooz and/or our Third-Party Service Provider is authorized to immediately charge you for all Fees due and payable to Youtooz hereunder and that no additional notice or consent is required. You shall immediately notify Youtooz of any change in your payment information to maintain its completeness and accuracy. Youtooz reserves the right at any time to change its prices and billing methods in its sole discretion. You agree to have sufficient funds or credit available upon placement of any order to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to Youtooz and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in this Agreement, all Fees for the Service are non-refundable.
5.3 Order Acceptance; Returns. Your receipt of an electronic or other form of order confirmation does not signify Youtooz’s acceptance of your order, nor does it constitute confirmation of our offer to sell. Youtooz reserves the right at any time after receipt of your order to accept or decline your order for any reason. Youtooz further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Youtooz upon our delivery of the products that you have ordered. We may require additional verifications or information before accepting any order. All sales of products are subject to Youtooz’s then-current return policies, as posted on the Service. Title and risk of loss of each shipment of products will pass to customer upon delivery to address provided to Youtooz.
5.4 Taxes. The Fees do not include any Sales Tax (defined below) that may be due in connection with the Service provided under this Agreement. If Youtooz determines it has a legal obligation to collect Sales Tax from you in connection with this Agreement, Youtooz shall collect such Sales Tax in addition to the Fees. If any services or products, or payments for any services or products, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Youtooz, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify Youtooz for any liability or expense Youtooz may incur in connection with such Sales Taxes. Upon Youtooz’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
5.5 Import Duties and Taxes. When you order products for overseas delivery, you may be subject to import duties and taxes, which are levied when the package with the products arrives at the destination that you specified. Any charges for customs clearance have to be borne by you, as Youtooz has no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from country to country, you should contact the customs office in the country where you have us ship your purchase to get more information. As between Youtooz and you, you are considered the importer of record and must comply with all laws and regulations of such country.
6. INDEMNIFICATION. You shall indemnify and hold Youtooz, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Youtooz Party” and collectively, the “Youtooz Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) your use of, or inability to use, the Service; (ii) your violation of this Agreement; (iii) your violation of any rights of another party, including any user; or (iv) your violation of any applicable laws, rules or regulations. Youtooz reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Youtooz in asserting any available defenses. This provision does not require you to indemnify any of the Youtooz Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Service provided hereunder. You agree that the provisions in this section will survive any termination of this Agreement and/or your access to the Service.
7. DISCLAIMER OF WARRANTIES.
7.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE YOUTOOZ PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE. This Section 7 (Disclaimer of Warranties) does not affect in any way our return policy or limited warranty for goods purchased on the Service. If for any reason you are not satisfied with a purchase of goods you make on the Service, you may return the item in accordance with the terms of our return policy or limited warranty, as applicable https://youtooz.com/pages/faq.
(a) THE YOUTOOZ PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICE WILL MEET YOUR REQUIREMENTS (SUCH AS THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICE); (2) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND/OR ANY DEVICE YOU USE TO ACCESS THE SERVICE, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) FROM TIME TO TIME, YOUTOOZ MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT YOUTOOZ’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
7.2 No Liability for Conduct of Third Parties. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE YOUTOOZ PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE YOUTOOZ PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOUTOOZ MAKES NO WARRANTY THAT THE GOODS OR SERVICE PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOUTOOZ MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICE.
8. LIMITATION OF LIABILITY.
8.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE YOUTOOZ PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY YOUTOOZ PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SERVICE; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED, OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATED TO THE SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A YOUTOOZ PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A YOUTOOZ PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A YOUTOOZ PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. This Section 8 (Limitation of Liability) does not affect in any way our return policy or limited warranty for goods purchased on the Service. If for any reason you are not satisfied with a purchase of goods you make on the Service, you may return the item in accordance with the terms of our return policy or limited warranty, as applicable https://youtooz.com/pages/faq.
8.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE YOUTOOZ PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO YOUTOOZ BY YOU DURING THE THREE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (ii) $100; OR (iii) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF A YOUTOOZ PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A YOUTOOZ PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A YOUTOOZ PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOUTOOZ AND YOU.
9. PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT. It is Youtooz’s policy to terminate Website privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Youtooz by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Youtooz’s designated agent for notice of claims of infringement is as follows: Youtooz Inc 1000 Brickell Ave Suite #715 PMB 669 Miami FL USA 33131.
10. TERM AND TERMINATION.
10.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.
10.2 Termination of Service by Youtooz. If you have materially breached any provision of this Agreement, or if Youtooz is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), Youtooz has the right to, immediately and without notice, suspend or terminate any Service provided to you. Youtooz reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. You agree that all terminations for cause are made in Youtooz’s sole discretion and that Youtooz shall not be liable to you or any third party for any termination of your use of the Services.
10.3 Termination by You. If you want to terminate this Agreement, you may do so by notifying Youtooz at any time. Your notice should be sent, in writing, to Youtooz’s address set forth below.
10.4 Effect of Termination. Upon termination of the Service or the applicable feature or functionality thereof, your right to use the Service or the applicable feature or functionality thereof will automatically terminate, and we may delete your content associated therewith from our live databases. If we terminate your access to the Service for cause, we may also bar your further use or access to the Service. Youtooz will not have any liability whatsoever to you for any suspension or termination, including for deletion of your content. All provisions of this Agreement which by their nature should survive, will survive termination of Service, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
10.5 No Subsequent Registration. If this Agreement is terminated for cause by Youtooz or if your ability to access the Service is discontinued by Youtooz due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.
11. INTERNATIONAL USERS. The Service may be accessed from countries around the world and may contain references to products and content that are not available in your country. These references do not imply that Youtooz intends to announce such products or content in your country. The Service is controlled and offered by Youtooz from its facilities in the United States of America. Youtooz makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.
12. DISPUTE RESOLUTION AGREEMENT
12.1 Arbitration of Disputes. Subject to the terms of this Section 12 (“Dispute Resolution Agreement”), you and Youtooz agree that all disputes or claims between you and Youtooz that arise out of or relate in any way to your use of or access to the Service, or to these Terms of Use, including prior versions of these Terms of Use, (each, a “Dispute”) will be resolved by binding arbitration. By entering into this Arbitration Agreement, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of these Terms of Use containing an arbitration provision. This Arbitration Agreement does not preclude any party from (1) bringing claims in small claims court if such claims qualify and remain in small claims court; or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
12.2 Informal Dispute Resolution. Before initiating any proceeding according to the terms of this Arbitration Agreement, as a condition precedent to doing so, you and Youtooz agree to try to first resolve Disputes informally by contacting the other party in writing (the “Notice of Dispute”). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, you or Youtooz may commence arbitration or, in the limited circumstances described in this subsection above, an alternative legal proceeding. Any applicable statute of limitations and any filing fee deadlines shall be tolled while the parties engage in this informal Dispute resolution process.
12.3 Arbitration Procedures. The interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings initiated hereunder shall be governed by the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1 et seq. The National Arbitration & Mediation (“NAM”) will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Supplemental Rules for Mass Arbitration Filings (the “NAM Mass Filing Rules”) (both sets of rules are currently available at https://www.namadr.com/resources/rules-fees-forms/), and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of subsection 12.6 below. The arbitration will be conducted in the county where you reside or San Francisco, California, unless the parties agree to another location or the Batch Arbitration process is triggered per subsection 12.7 below. The arbitrator shall issue a final, binding written award, which may be entered in any court having jurisdiction.
12.4 Confidentiality. To the fullest extent permitted by applicable law, all materials and documents exchanged during the arbitration will be kept confidential.
12.5 Arbitration Fees. The NAM Rules shall govern the payment of arbitration fees. The parties shall bear their own attorneys’ fees and costs unless the arbitrator finds that the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
12.6 No Class or Representative Actions. You and Youtooz agree that, by entering into this Arbitration Agreement, all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a final decision, not subject to any further appeal or recourse, determines that this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief (such as a request for public injunctive relief), you and Youtooz agree that only that particular claim or request for relief shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California.
12.7 Batch Arbitration. Notwithstanding subsection 12.6 above, to increase the efficiency of administration and resolution of arbitrations, you and Youtooz agree that, in the event there are ten (10) or more individual Requests of a substantially similar nature (i.e., Requests that arise out of or relate to the same or similar facts and raise the same or similar legal issues and requests for relief) filed against Youtooz by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90)-day period, NAM shall (1) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). If there is any dispute about the applicability of these Batch Arbitration procedures, NAM shall appoint a single administrative arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). The Administrative Arbitrator’s fees shall be paid by Youtooz.
12.8 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by this Arbitration Agreement, you must send written notice to Youtooz within thirty (30) days of first accepting any version of these Terms containing an Arbitration Agreement. You must send this by email to support@youtooz.com or regular mail to Youtooz Inc 1000 Brickell Ave Suite #715 PMB 669 Miami FL USA 33131 and must include: (1) your name and address; (2) the email address associated with your use of the Service (if applicable); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements you may currently have, or may enter in the future, with us.
12.9 Changes to the Arbitration Agreement. The parties agree that Youtooz retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying Youtooz within thirty (30) days of that change by email to support@youtooz.com or regular mail to Youtooz Inc 1000 Brickell Ave Suite #715 PMB 669 Miami FL USA 33131. Unless you reject the change within thirty (30) days, your continued use of the Service constitutes your acceptance of the change. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you did not previously properly opt out per the requirements in subsection 12.8 above. By rejecting a future change, you remain bound to arbitrate any Dispute in accordance with the terms of this Arbitration Agreement, as modified by any changes to the Arbitration Agreement you did not reject. Youtooz will continue to honor any valid opt outs to the Arbitration Agreement, and you do not need to submit a rejection of future changes to this Arbitration Agreement if you properly opted out per the requirements in subsection 12.8 above.
13. GENERAL PROVISIONS.
13.1 Electronic Communications. The communications between you and Youtooz may take place via electronic means, whether you visit the Service or send Youtooz emails, or whether Youtooz posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Youtooz in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Youtooz electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
13.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Youtooz’s prior written consent. Youtooz may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.3 Force Majeure. Youtooz shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, please contact us at: support@youtooz.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
13.5 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
13.6 Agreement Updates. When changes are made, Youtooz will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. Unless otherwise stated in such update, any changes to this Agreement will be effective immediately upon posting. Youtooz may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.
13.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Youtooz agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in California.
13.8 Governing Law. THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
13.9 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
13.10 Notice. Where Youtooz requires that you provide an email address, you are responsible for providing Youtooz with a valid and current email address. In the event that the email address you provide to Youtooz is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Youtooz’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Youtooz at the following address: support@youtooz.com. Such notice shall be deemed given when received by Youtooz by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.12 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
13.13 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.