Welcome to Youtopia! Our mission is to help you optimize your health to reach a state of complete physical, nutritional, mental, social, and spiritual well-being that we call Precision Nourishment.
Youtopia, LLC (“Youtopia,” “us,” “our,” or “we”) helps you achieve Precision Nourishment through the unique combination of our Nutrients products and services, mobile application (“App”), in-person experiences at our Discovery Centers, and wellness and medical support through our collaboration with the MaxWell Clinic (see Section 4(d) for details), and related peripheral devices and testing services (collectively, our “Services”). These Terms of Service (or “Terms”) govern your access to and use of our Services in any combination. Additional, separate terms and conditions may apply to certain Services and are considered part of these Terms.
In Youtopia, we measure Precision Nourishment through ten life factors:
· Hydration
· Nutrients
· Toxinelimination
· Fitness
· Sleep
· Self-knowledge
· Mindset
· Love and friendship
· Purpose and values
· Spirituality
Through our Services, you will have access to significant resources related to Precision Nourishment, individually optimized around uniquely yourself. If you have questions about Youtopia or these Terms of Service, please contact us at info@youtopia.com.
1. Acceptance
ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF YOUTOPIA SERVICES AND ANY USE OF THE SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS. By accessing or using the Services or clicking to accept these Terms wherever that option is made available, you agree to be unconditionally bound by these Terms of Service. If you do not agree with any of these Terms or do not meet our Eligibility requirements in Section 2, you do not have permission to use the Services. Additional policies, guidelines, agreements, or rules may apply to certain Services, and they will become part of these Terms if you use those Services.
You acknowledge that you have read and understand our Privacy Policy, including without limitation our statements with respect to your health information privacy. You may review our Privacy Policy at any time by visiting youtopia.com and clicking on the Privacy Policy link in the footer. THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION AGREEMENT THAT GOVERNS ANY DISPUTES BETWEEN YOU AND YOUTOPIA.
2. Eligibility
To use the Services, you must be: (a) physically located in a jurisdiction where Youtopia offers the Services and where the use of the Services is unrestricted and unprohibited by applicable law; (b) at least 18 years old, unless the laws of your jurisdiction require you to be older than 18 for Youtopia to lawfully provide the Services to you, then you must be the older age as so required; (c) own the valid email address used to register your Account (defined below); (d) have the necessary authority and capacity to enter into a contract with Youtopia; (e) not previously suspended or removed from our Services; and (f) at all times abide by these Terms. If you do not follow or qualify under these requirements, we reserve the right to suspend your use of the Services without notice to you.
3. Registration
Anyone can visit Youtopia’s website or online channels, but other Services are only available to registered users (“Users”). Each User must create an account on the Services (your “Account”). When you create an Account, you will be asked for a legitimate email address that you control and to create a username and password. You may submit other information to your Account as described in our Privacy Policy. You hereby agree to provide true, accurate, current, and complete information about yourself as requested on the Services and to update your registration data to keep it current and accurate within a reasonable time after any change to that data. You agree to use the Services for only lawful purposes and in compliance with these Terms. You are prohibited from allowing others to access your Account or use the Services through your Account. You are solely responsible for maintaining the confidentiality of your login and password for the Services, and for all activities that occur using your access credentials.
4. The Services
Youtopia offers the Services in combinations of experiences and choices, each with optional customizations to help you optimize your health with Precision Nourishment.
a. The App. Youtopia’s mobile application (the “App”) is your portal to Youtopia. The App provides you with a complete onboarding experience, access to your Account, profile creation tools, and methods to view, select, access, and modify your experience using the Services. See Section 13(b) for App Requirements.
b. Nutrients. Nutrients allows you shop a menu of consumables that are scored in comparison with your likely daily nutrient needs. When you register as a User, we will use your Account profile and survey responses to create a general Nutrient Score. You can update your Nutrient Score by answering additional questions or by opting into experiences at a Discovery Center. When you are ready to order consumables, Nutrients presents you with menus of available meals, drinks and other consumables with nutrition information listed in comparison to your Nutrient Score. Through the App, you can order meals to Eat Now or Schedule Food for delivery later. You also have the option to add your User dependents, adult household members, and friends to your meal orders.
c. Discovery Centers. Our Discovery Centers are where in-person experiences take place. At a Discovery Center, you can opt-in to participate in various wellness assessments. Youtopia requires the completion of at least the Starting Line Experience to provide you with an initial wellness assessment or test before you can opt-in to additional Discovery Center experiences. Once completed, all subsequent experiences are fully optional. Discovery Centers may offer experiences like completing a physical assessment, submitting a biological sample for lab screenings, or updating your health screenings to enhance the precision of your Nutrient Score or your use of the Discovery Center. In some cases, Discovery Centers may offer you referrals to third-party service providers to assist you in additional wellness matters.
You alone are responsible for your choices to complete Discovery Center experiences and how you use the outcomes from those experiences to seek follow-up support or medical care as you determine necessary. Youtopia encourages all Users to confer with their healthcare provider about the outcomes of all Discovery Center experiences and before making changes to diet, exercise, or health routines.
d. MaxWellness. Youtopia provides Users who complete certain prerequisite experiences with the option to access healthcare experiences through the Services as patients of the MaxWell Clinic of Colorado and the MaxWell Clinic of Tennessee, as applicable (in each case, the “MaxWell Clinic”), subject to the patient’s agreement to the MaxWell Clinic’s Consent to Treat Agreement. Users can use the App to book Telemedical or Consultation appointments with the MaxWell Clinic or Telewellness visits with Youtopia or MaxWell Clinic personnel as appropriate. You agree that your status as a patient and your receipt of healthcare experiences from the MaxWell Clinic is subject to your Consent to Treat is separate from your relationship with Youtopia.
e. For You. For You is your genius best friend that helps you optimize your life. The For You feature leverages artificial intelligence to deliver personalized recommendations, experiences, and other content. All content made available via For You is for informational purposes only.
f. Longevity. The Longevity feature is a resource center for you to learn wellness and life skills that promote longevity. Resources provided through Longevity are for informational purposes only.
Youtopia may change or discontinue any aspect or feature of the Services at any time in our sole discretion. You hereby agree that Youtopia will not be liable to you or any third party for any modification or discontinuance of the Services at any time for any reason or in the absence of a reason. You understand and agree that you are responsible for obtaining and maintaining all telephone, computer hardware, software, and other equipment needed for access to and use of the Services and all charges related thereto.
5. Youtopia Is Not Medical Treatment or Advice
Youtopia is a wellness platform designed to offer you information, suggestions, and a method to purchase products and services that you may use to make decisions about your nutrition and lifestyle habits to support your optimal health. The Services offered by Youtopia are not healthcare, diagnostics, treatment, cure, or other medical care, and we do not guarantee the prevention of any illness or injury. You understand and agree that any healthcare, diagnostics, treatment, or other medical care you receive through the Services is provided to you as a patient of the MaxWell Clinic.
Discovery Centers are Youtopia’s in-person experience locations offering access to wellness experiences and an in-person location for MaxWell Clinic patients to receive healthcare experiences in a licensed medical clinic. You alone are responsible for your choices to complete Discovery Center experiences and how you use the outcomes from those experiences to seek support or medical care as you determine necessary. If you choose to provide medical samples for lab screenings at a Discovery Center, and your results indicate that you are experiencing a medical crisis, Youtopia has protocols in place to notify you so you can seek medical attention. IT IS YOUR RESPONSIBILITY TO SEEK CARE FROM A MEDICAL PROFESSIONAL FOR ANY CONDITION.
Using the Services should not replace your good judgment and common sense. Please read and comply with all safety notices that accompany our Services. We do not warrant the accuracy, completeness, or usefulness of any aspect of the Services. Any reliance you place on such information is strictly at your own risk. Youtopia disclaims all liability and responsibility arising from any reliance placed on such information by you or others. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT OFFER MEDICAL ADVICE OR GUARANTEE ANY OUTCOME.
6. Consult Your Doctor Before Use
It is your responsibility to consult your doctor before using the Services. You are also responsible for taking all necessary precautions to prevent health or medical issues for yourself and others while engaging in activities related to your use of the Services. If you experience a medical emergency while using the Services, stop using the Services and consult with a medical professional. Youtopia is not responsible for any health problems that may result from your use of the Services, nor from any dietary or lifestyle changes you may learn about or undertake while using the Services.
If you incorporate a wearable peripheral device (“Wearable”) with your use of the Services, please be aware that prolonged contact with Wearables may contribute to skin irritation or allergies in some users. If you notice any skin irritation, soreness, tingling, numbness, burning, or stiffness in the area in contact with the Wearable, remove the Wearable and discontinue use. If any symptoms persist after removing the Wearable, consult your doctor. Wearables that have a heart rate tracking feature may pose risks to users with certain health conditions. Consult your doctor prior to use of such products if you (a) have a medical or heart condition, (b) are taking any photosensitive medicine, (c) have epilepsy or are sensitive to flashing lights, (d) have reduced circulation or bruise easily, or (e) have tendonitis, carpal tunnel syndrome, or other musculoskeletal disorders.
7. No Guarantees
You are solely responsible for (a) performing due diligence on the Services and any features thereof that you choose prior to use and (b) ensuring that your use of the Services is lawful and appropriate under these Terms. Youtopia uses best available efforts to provide accurate and useful information on the Services, but we cannot guarantee that any information will be accurate or cause any particular outcome, or that the Services will be error-free or without defects. You agree that Youtopia shall have no liability with respect to any health or medical outcome, meal or other product delivery, allergy information or allergic reaction, or any outcome from your use of the Services in any manner. Nothing in these Terms or the Services will be construed as a promise or guarantee about the outcome of your use of the Services in any manner. Youtopia makes no such promises or guarantees. Youtopia expressly disclaims all warranties that the Services are accurate or appropriate for your use.
8. Fees and Payment
a. Fees. Some Services are offered for free while others are offered for a Fee (defined in paragraph d). You can visit our website and online channels, download our mobile application, and create an Account on Youtopia for free. Youtopia products, services, and experiences may incur a Fee as stated at the time of purchase. If you are a patient of MaxWell Clinic, your receipt of healthcare experiences through a Discovery Center or the App may incur a Fee that is charged by MaxWell Clinic and processed through the Services. You are responsible for payment of all Fees associated with the meals, experiences, and other products and experiences you purchase through the App, at a Discovery Center, or otherwise from or through Youtopia. Fees may be based on a one-time purchase or on a reoccurring basis, as described at the time of selection. We reserve the right to change how we offer the Services to Users or adjust our Fees at any time. Fees are posted at the time of selection and ordering, and payment is due at checkout. All fees are listed in USD. Paid Fees are nonrefundable.
b. Delivery Supplies. As part of our commitment to sustainability and a premium experience, Youtopia delivers food and drink to your address plated on dinnerware and packaged in a reusable cooler (“Delivery Supplies”). All Delivery Supplies are the property of Youtopia and provided you to on loan pursuant to a Delivery Supplies Agreement that you sign when you place your first Nutrients meal order. When you are finished with your meal, you are responsible for clearing and rinsing your dinnerware and preparing it for pickup as specified in the Delivery Supplies Agreement. Failure to follow the care and return instructions will result in automatic charges to your payment method as detailed in the Delivery Supplies Agreement.
c. Recurring Services. If you opt-in for recurring Services that incur a monthly processing fee, your Services access starts the day you sign up for those Services and continues for the term stated at the time of signup (“Monthly Services Term”). Unless otherwise stated at registration, at the conclusion of each Monthly Services Term your access to those Services automatically renews for another Monthly Services Term if you do not first cancel or change your Services selections as provided in these Terms. You acknowledge that your and Youtopia’s obligations under your Services selections begin anew with each renewal, and that Youtopia owes you no obligations beyond each successive Monthly Services Term. You may cancel your Services selections at any time by contacting info@youtopia.com. Youtopia may cancel your access to the Services at our sole discretion at any time by giving you written notice. Except as otherwise provided herein, any cancellation of your Services access is effective at the end of the then-current monthly billing period and all outstanding Fees are immediately due. Cancellation of your Services selections terminates your and Youtopia’s obligations hereunder governing such selections. The remainder of these Terms shall remain in full force and effect until terminated as provided in Section 22. Notwithstanding anything to the contrary herein, Youtopia reserves the right to immediately terminate your Services access or refuse Services if you breach any of these Terms.
d. Payment. You agree to pay Youtopia all fees and other amounts due as stated when you sign up, make purchases or select other fee-based Services, subject to change from time to time, plus any applicable sales, use, excise, or other taxes (collectively, the “Fees”). You agree to pay any additional taxes as necessary to ensure that the net amounts received by Youtopia after all such taxes are paid are equal to the amounts that Youtopia would have been entitled to under these Terms as if the taxes did not exist.
As a User, you must maintain a valid payment method on file with us, which is securely stored and processed via a PCI-DSS payment processor. You hereby authorize Youtopia to charge your payment method on file with us for the fees due hereunder, along with any sales and use taxes. If your payment method is a credit card, we may seek pre-authorization of your Account prior to allowing you to begin Services, in order to verify that the credit card is valid and has the necessary funds or credit available to cover your Fees. You represent and warrant that the payment information you provide to us is accurate and you are using a form of payment that you are legally authorized to use. You also agree that you are solely liable for any payment or credit card fraud, abuse or unauthorized use by you or others.
You authorize Youtopia to charge your payment method on file with us for the Fees or other amounts due hereunder, as well as any sales and use taxes and any late fees or interest (as described below). If you select a Service on a recurring monthly basis or otherwise use automatically recurring payments, you authorize Youtopia to automatically charge your payment method every 30 days (or other period as stated when you select the Service) on a going-forward basis for all accrued Fees and other sums and until cancellation of either the recurring payments or your Account.
If you do not pay on time or if we cannot charge the payment method you have on file for any reason, Youtopia reserves the right to either suspend or terminate your access to the Services and, if any payment is not received after the due date, or assess interest at the rate of 1.5% of the outstanding balance per month (18% per year) or the maximum rate permitted by law (whichever is lower), from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees and/or collections agency fees. Returning Users must pay any unpaid balance, including any late fees, before receiving Services.
e. Changes and Cancellations. To change or cancel your selected Services, please contact Youtopia at info@youtopia.com. Your change is effective immediately and applies to the entire monthly billing period during which you contacted us. Any resulting additional fees are due at the time of change. Your cancellation is effective at the end of the then-current monthly billing period. If you cancel your selected Services or otherwise terminate your agreement with us, we will retain any fees you paid to us under these Terms, unless otherwise set forth herein. If we terminate your Services access and determine you are owed a refund, we will refund a prorated amount based on your Fees at the time of termination and the number of days remaining in the billing cycle by issuing a credit to your payment method.
9. Acceptable Use
You are personally responsible for your use of the Services. You represent and warrant that you will use the Services in accordance with the following acceptable use requirements: (a) you will use the Services in a respectful manner and in compliance with applicable laws; (b) any information you submit to us is truthful and accurate; (c) you will maintain the accuracy of that information; (d) you will abide by all rules of conduct relating to any Services features you use; (e) you will not do anything that might jeopardize the security of your Account; (f) you will not engage in any activity described in Section 11; and (g) you will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Any information that you provide to us will also be subject to our Privacy Policy.
You agree to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof (including our Content, defined below) or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services.
10. Restrictions
You are strictly prohibited from engaging in conduct described in this section. This section provides examples of prohibited conduct. The above lists are not intended to be exhaustive. Any conduct by you that, in our sole discretion, restricts or inhibits any other individual from using or enjoying the Services will not be permitted. Youtopia may temporarily or permanently ban you if you violate the provisions of this section or if you abuse email communications or support communications, as determined by us, in our sole discretion.
a. No Commercial Use. The Services are for personal, non-commercial use only. You are strictly prohibited from engaging in any conduct on the Services for any purpose not expressly authorized by Youtopia, including, without limitation (i) use of Nutrients or any other Precision Nourishment products or services or a Discovery Center for or in combination with any commercial activity; or (ii) communicating or facilitating (by text, live audio communications, or otherwise) any commercial advertisement, solicitation, or offer through or within the Services.
b. Prohibited Use. You represent and warrant that your use of the Services and your provision of User Content (defined below) via the Services will not:
i. Use or attempt to use another’s Account without authorization, or impersonate any person or entity;
ii. Harvest, solicit, or collect information of other individuals for any reason whatsoever, including, without limitation, for sending unsolicited communications;
iii. Upload any User Content or other data that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content;
iv. Post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity;
v. Infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;
vi. Violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
vii. Be fraudulent, false, misleading, or deceptive;
viii. Be defamatory, obscene, pornographic, vulgar, or offensive;
ix. Promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;
x. Be violent or threatening or promote violence or actions that are threatening to any person or entity;
xi. Promote illegal or harmful activities or substances; or
xii. Use the Services in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our users to any harm or liability of any type.
Additionally, you will be subject to Account deletion or blocking for committing the following, including but not limited to: (i) misrepresentation of eligibility; (ii) attempting in any way to impair the function of the Services or third-party websites; (iii) attempting to commit any form of fraud in connection with the Services; (iv) when requested by us, failure to timely furnish (and in any event within thirty days of request) an affidavit or declaration of eligibility in form and substance satisfactory to us and that is legally binding in the jurisdiction of your residence or participation; (v) use of the Services in any manner under multiple Accounts or profiles; or (vi) any other act which in our sole opinion is inconsistent with the integrity of the Services or features thereof or our goodwill or reputation.
c. Data Security. You are strictly prohibited from violating or attempting to violate Youtopia’s security features, such as by: (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (iii) attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Services, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (iv) sending unsolicited email, including promotions and/or advertising of products or services, forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to run scripts, navigate or search the Services other than the search features that we make available via the Services. If you violate our system or network security, you may face civil or criminal liability. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Services. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
d. Void Where Prohibited. By your act of signing up for or accessing the Services in any manner, you warrant and represent, for our reliance and that of our agents and employees and affiliates, that you have checked the laws of the country or state (or other applicable jurisdiction) from which you access the Services, and that such activities are not prohibited or restricted by the applicable law. You access and use the Services at your own risk and acknowledge that we do not make any warranty regarding compliance under the laws of your country or jurisdiction, of the Services, and that no representative of ours has authority to make such a warranty. You acknowledge and agree that we may monitor the location from which you access the Services and that we may block your access from any jurisdiction which prohibits participation based upon its laws. You hereby agree that you will accurately confirm the location from which you use the Services. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THAT THE LAWS OF THE COUNTRY OR STATE (OR OTHER APPLICABLE JURISDICTION) FROM WHICH YOU ACCESS THE SERVICES PERMIT YOU TO PARTICIPATE IN THE SERVICES. YOUR USE OF THE SERVICES IS VOID WHEREVER PROHIBITED OR RESTRICTED BY LAW. ALL FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS APPLY. In addition to and without limiting Section 19, you further agree to indemnify, defend (at our option), and hold harmless Youtopia, our affiliated companies, our non-affiliated partners, and their respective parent companies, affiliates, subsidiaries, officers, directors, members, managers, employees, agents, third-party content providers, sponsors or licensors (collectively the “Youtopia Indemnities”) from and against any and all claims, losses, damages, liabilities and expenses, including legal fees and expenses, resulting from or arising out of your breach of this section, and such amounts shall be paid to us on demand immediately in payable funds.
11. Intellectual Property
a. License Grant. Youtopia hereby grants you a limited, worldwide, non-exclusive, non-transferable right during the term of these Terms of Service to use the Services you have selected for your personal, non-commercial use pursuant to these Terms of Service. Youtopia reserves all rights to the Services not expressly granted to you herein. Upon termination of these Terms: (i) the rights and licenses granted to you herein shall terminate; (ii) you shall cease all use of the Services that have been terminated; and (iii) Youtopia may at our own discretion remove and/or purge data, Account information, and any other information obtained by us in connection with providing you the Services. Youtopia reserves the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
b. Youtopia Property. You acknowledge and agree that Youtopia owns and shall retain all right, title, and interest in and to, including any intellectual property rights with respect to the Youtopia Property, which includes: (i) the Services; (ii) Youtopia’s Content, which includes all photos, images, graphics, video, audio, data, text, music, comments, software, Reports, recipes, menus, works of authorship of any kind, and other information, content, or other materials that are posted, submitted to, generated, provided, or otherwise made available through the Services; (iii) all underlying technology of the Services and Content, including without limitation any source code, object code, inventions, know-how, materials, and information created by Youtopia, and any derivative works, modifications, and enhancements thereto; (iv) all patents, registered and unregistered trademarks, service marks, and trade secrets of Youtopia and all copyrighted materials of Youtopia; and (v) all Deidentified Data and all Reports (both defined in Section 12(d)) generated therefrom.
Youtopia’s Content, Services, and all underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. You agree not to remove, change, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services. Our logos and any other trademarks that may appear on the Services, and the overall look and feel of the Services, may not be copied, imitated, or used, in whole or in part, without our prior written permission. Other trademarks, product, and service names and company names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. You may only display, download, or print the Contents for the purpose of using the Services as an internal or personal business resource. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Youtopia. You may not use our Contents in any way that might confuse others or that disparages us. Any other use of the Contents in the Services, including reproduction for purposes other than as noted herein, without the prior written permission of Youtopia, is strictly prohibited. Only a duly authorized officer of Youtopia may grant permission or a license to use any of our Contents. Any attempted grant or similar promise by anyone other than a duly authorized officer of Youtopia is invalid.
c. Your Data. If you upload or input Personal Information or provide any User Content to the Services (“Your Data”), you hereby grant Youtopia an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit Your Data in any manner and for any purpose, including to improve the Services and create other products and services, without payment or restriction. You represent and warrant that: (i) you have all rights necessary to grant Youtopia the licenses in this section and to enable Youtopia to exercise its rights under these Terms; (ii) your collection and use of Your Data in connection with the Services complies with all applicable privacy and data protection laws, rules, and regulations; and (iii) Your Data, and the use of Your Data as contemplated by these Terms, does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or cause Youtopia to violate any privacy laws or any other law or regulation.
d. Reports. You acknowledge and agree that Youtopia may use anonymized, de-identified, and aggregated forms of Your Data (“Deidentified Data”) for any purpose, including without limitation for research, analysis, machine learning, or to generate reports and studies (collectively, “Reports”). All Reports are the sole and exclusive property of Youtopia, and we reserve the right to disclose, share, distribute, or publish our Reports for any purpose provided such Reports are not reasonably linkable, directly or indirectly, to your Personal Information. You hereby assign any rights you may have to such reports, studies, and your Deidentified Data contained therein to Youtopia in perpetuity throughout the world for any and all present or future uses in any and all languages and for no compensation. All Deidentified Data will be treated as nonconfidential and nonproprietary. We shall be under no obligation of any kind with respect to such Deidentified Data and shall be free to reproduce, make derivative works from, use, disclose, and distribute the Reports to others without limitation. Additionally, we may use any ideas, concepts, know-how, or techniques contained in generating reports or studies for any purpose whatsoever, including but not limited to developing, manufacturing, or marketing products incorporating such information.
e. User Content. The Services may include features that enable you to post, upload, store, share, send, or display photos, images, video, data, text, comments, and other information and content (“User Content”) to and via the Services. You retain all rights to your User Content that you post to the Services. You are responsible for your User Content. You represent and warrant that you own your User Content or that you have all rights necessary to grant us a license to use your User Content as described in these Terms. By making your User Content available on or through the Services you hereby grant to Youtopia a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform, reproduce, translate, create derivative works from, and distribute your User Content, in whole or in part, including your name and likeness, in any media. Youtopia relies on accurate User Content to provide and improve the Services. Any attempts to submit inaccurate User Content to the Services is strictly prohibited. Youtopia may, in our sole discretion, alter, remove, or refuse to display any of your User Content, and may forbid you from posting, uploading, storing, sharing, sending, or displaying User Content to and via the Services.
f. Feedback. Youtopia may solicit, or you may decide to provide, feedback, comments, or suggestions about the Services (“Feedback”). Such Feedback will be the sole and exclusive property of Youtopia and you hereby irrevocably assign to Youtopia all right, title, and interest in and to all Feedback. Youtopia will be free to use, disclose, reproduce, license, or otherwise distribute, and exploit such Feedback as we see fit, entirely without obligation or restriction of any kind.
12. Service Access
Youtopia will use commercially reasonable efforts to maintain availability of the Services. You agree and understand that there will be times when the Services will not be available such as scheduled maintenance times, outages, emergency maintenance, unavailability caused by software, hardware, or other users, and causes beyond our reasonable control. Youtopia will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. Youtopia is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service for any reason, or any lack of Service caused by your device or your internet or wireless service provider.
a. Software. To use the Services, you may be required to download certain applications from the Services or from our third-party partners (together with the content included therein, any associated documentation, and any application program interfaces, license keys, and patches, updates, upgrades, improvements, enhancements, fixes, and revised versions of any of the foregoing, collectively the “Software”). If you do not download the Software, you may not be able to use the Services. Your use of the Software is subject to these Terms. By using the Services, you represent and warrant that you have the legal right to use the Software that is identified in the Services, including valid and properly licensed versions of such Software, and that the Software is installed on a device you have rights to use.
b. App Requirements. To use the Services we offer through the App, you must have a compatible mobile telephone or handheld device, Internet access (if required by the App), and the necessary minimum specifications (“App Requirements”) to use the App. The App Requirements for Apple iOS devices and Android OS devices can be found on the relevant application store page. The App software may be upgraded from time to time to add support for new functions and services. The App may request certain privacy permissions from your device such as access to your device camera, access to choosing images from your device, or access to your device microphone and associated features. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the Services. Data and messaging charges may apply to your use of the Services or any text messaging or photo-sharing features you use via the Services. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the Services, you will be assumed to have received permission from the bill payer for using the Services.
c. Beta Versions. Youtopia may, in its sole discretion, make new versions of our Services available prior to their release to the general public, for testing and evaluation purposes (“Beta Versions”). Beta Versions are subject in all respects to these Terms, except that Youtopia may discontinue the Beta Version or your ability to use a Beta Version at any time, with or without notice to you and without further obligations to you. By permitting you to access, download, install, or use a Beta Version, Youtopia does not grant any additional right to you under any copyrights, patents, trademarks, or trade secret information.
d. Updates. From time to time, we may, in our sole discretion, develop and provide updates to our Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when an internet-connected device is connected to the internet, either (i) the Services will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.
13. Third-Party Services
Services made available through third parties may be accessible via the Services. Youtopia is not responsible for any third-party services, nor do we make any representations about the content or accuracy of material of any third-party services. Inclusion of third-party services on or through Youtopia’s Services does not imply our approval or endorsement of the third-party service. Please be aware that when you click on links that take you to external websites, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the website’s owner or operator.
14. Copyright Infringement Notification
Youtopia respects the intellectual property of others and asks our users to do the same. If you believe in good faith that your work or any material on our Services infringes the copyright in your work, a notification of the alleged copyright infringement should be emailed to our Copyright Agent at: info@youtopia.com (subject Line: "DMCA Takedown Request"). You may also send your takedown request by United States Postal Service, Federal Express or United Parcel Service to:
Attention: DMCA Takedown Request
Youtopia LLC
12600 West Colfax
Suite B430
Lakewood, Colorado, 80215
To be effective, the notification must be in writing and contain (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic 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 the law and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Please be advised that we will not respond to complaints that do not meet the requirements above. Notices must meet the then-current statutory requirements imposed by the Digital Millennium Copyright Act (DMCA). If we determine that the material(s) alleged to infringe your rights do not require removal, we will remove those materials only pursuant to a court order that declares the content or use of the materials unlawful. Please be aware that there can be penalties for false claims under the DMCA. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the Account and access to the Services of users who are deemed to be repeat infringers. We may also at its sole discretion limit access to the Services and/or terminate the participation of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
15. Consent to Do Business Online
By accessing the Services, registering for or using our Services, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (i) Youtopia communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. We will use electronic documents for all communications, notices, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at info@youtopia.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
16. Disclaimer of Warranties
YOUR USE OF THE SERVICES AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENT OR WARRANT THAT SERVICES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE DO NOT GUARANTEE THAT THE SERVICES, CONTENT OR MATERIALS CONTAINED THEREIN WILL BE AVAILABLE AT ALL TIMES OR AT ANY GIVEN TIME OR THAT WE WILL CONTINUE TO OFFER THE SAME FOR ANY PARTICULAR LENGTH OF TIME. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY OF ONLINE PRODUCT OR SERVICE FEATURES. WE RESERVE THE RIGHT TO MODIFY OR DISCONTINUE ANY SERVCES OR ANY FEATURE THEREOF IN OUR SOLE DISCRETION WITHOUT NOTICE.
WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
17. Limitation of Liability
IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MANAGERS, OR MEMBERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY CONTENTS OR FEATURES THEREOF, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY YOU TO US DURING THE LAST THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
18. Indemnification
You agree to indemnify, defend (at our option), and hold harmless Youtopia and its its directors, officers, employees, and other indemnitees and their respective suppliers, licensors, and partners from and against any and all claims, losses, damages, liabilities, and expenses, including legal fees and expenses, resulting from or arising out of your: (a) violation of these Terms; (b) negligent, willful misconduct, fraud, or strict liability; (c) use, misuse and/or access of the Services; (d) violation of any applicable law; (e) content you post, store, or otherwise transmit in or through the Services; and/or (f) violation of the rights of any third party, or any breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Youtopia, and you agree to cooperate with Youtopia’s defense of these claims, at your sole cost and expense, and such amounts shall be paid to us on demand immediately in payable funds.
19. Dispute Resolution
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute between you and Youtopia arising out of or relating to these Terms of Service or your use of the Services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
a. Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against Youtopia, you agree to try to resolve the Dispute informally by contacting info@youtopia.com. Youtopia will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Youtopia may bring a formal proceeding.
b. Arbitration Agreement. You and Youtopia each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Jefferson County, Colorado, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or Youtopia may assert claims, if they qualify, in small claims court in Jefferson County, Colorado or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
c. Class Action Waiver. You may only resolve Disputes with Youtopia on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
d. Intellectual Property Disputes; Liquidated Damages. Notwithstanding the Parties' decision to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Services under these Terms. Either Party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction. You hereby agree that any breach by you of the covenants or agreements contained in Section 12 shall cause irreparable injury to Youtopia and its affiliates for which there is, and shall be, no adequate remedy at law. Youtopia shall be entitled, as liquidated damages from you, to liquidated damages in the amount of ten thousand dollars $10,000 per breach, in addition to (and without limiting) all other remedies, including, without limitation, injunction remedies.
e. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
f. Attorneys Fees. In the event of any dispute between the Parties concerning the terms and provisions of these Terms, we shall be entitled to collect from the other Party all costs incurred in such dispute, including reasonable attorneys’ fees, if we are the prevailing party.
20. General
a. Relationship of Parties. The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
b. Entire Agreement. These Terms, including and together with any related policies, guidelines, agreements, or rules that we may incorporate from time to time, constitutes the entire agreement between you and us with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. If these Terms are inconsistent with any other written policies, terms, and agreements relating to any Service, the written guidelines, policy, terms, and agreements relating to the specific Service will govern. Nothing in these Terms will be deemed to confer any third-party rights or benefits. We may amend these Terms from time to time by updating this page as evidenced by revising the “Last Updated” date noted at the top of this posting. Once you accept these Terms, the then-current version shall apply each time you access or use the Services.
c. Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Colorado, without reference to its choice of law rules. To the extent that the arbitration agreement herein is not enforceable, each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Jefferson County, Colorado for resolution of any lawsuit or court proceeding permitted under these Terms.
d. Geographic Restrictions. Youtopia is owned and operated in the United States. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to our Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
e. Waiver; Severability. Youtopia’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
f. Enforcement. Youtopia reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove any content, User Content or Your Data at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Youtopia, may result in immediate termination of your access to the Services without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate. Our rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by us of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between you and us or otherwise.
g. Assignment. We may assign these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign these Terms without our prior written consent, and any unauthorized assignment by you shall be automatically null and void. No assignment, transfer, delegation, or subcontract shall relieve you of any of your obligations hereunder. These Terms are binding on and inures to the benefit of your and our respective permitted successors and assigns.
h. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.
i. Force Majeure. Neither party will be liable for or considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
21. Termination
Except for any termination of your selected Services under Section 9(c), these Terms shall remain in full force and effect for as long as you use the Services. To terminate these Terms of Service you must discontinue all use of the Services. Upon discontinuance of the Services, these Terms are terminated, and you lose the right to access or use any of our Services. The proprietary rights, disclaimer of warranties, representations made by you, limitations of liability, and general provisions shall survive any termination of these Terms.