Terms of Use

Last modified: April 14, 2023

Website Terms and Conditions of Use

ACCEPTANCE OF THE WEBSITE TERMS AND CONDITIONS OF USE

These website terms and conditions of use for constitute a legal agreement and are entered into by and between you and Youthfully Inc. (“Company,” “we,” “us,” “our“). The following terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms and Conditions“), govern your access to and use of, including any content, functionality, and services offered on or through www.youthfully.com (the “Website“). “User” is a person who completes Youthfully’s account registration process. “Student” is an individual who uses the www.youthfully.com platform with the intention of getting into a contractual relation with a Coach for the arrangement of consulting solutions by the Coach. “Coach” is an individual who has adequate experience to offer consulting services within the areas offered by www.youthfully.com platform, that agrees to offer consulting to the Student.

BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY, FOUND AT https://youthfully.com/privacy-policy/, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE.

THE YOUTHFULLY WEBSITE

The Youthfully website is an online venue for 1-on-1, on-demand virtual coaching, tailored to each student’s individual background, needs, and circumstances. Our vision is for every young person to have the tools and support they need to make the most of their unique strengths and overcome any obstacles that may be standing in their way of creating a brighter future for themselves and the world.

Youthfully shall not be liable for any acts or omissions of Coaches, or the ability of Coaches to respond to students. We cannot ensure that a Coach will complete a transaction. You understand and acknowledge that Youthfully cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the content of your communications with a Coach. Youthfully shall not be liable if any Student does not achieve any specific result as a result of using the Service.

YOUR USE OF THE WEBSITE AND ACCOUNT SET-UP AND SECURITY

No one under age 18 may provide may set up an account on our website with the consent of a parent or legal guardian. If you are under 18, your parent or legal guardian will be responsible for your account and payment.

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Website. Users are required to ensure that all persons who access the Website through a user’s internet connection are aware of these Terms and Conditions and comply with them. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms and Conditions.

You are prohibited from attempting to circumvent and from violating the security of this Website, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website; (f) using any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Website.

INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:

your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever; and
one single user copy may be downloaded with any proprietary notices intact, for your own personal, non-commercial use.

Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print off, copy, or download any part of our Website in breach of these Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

CONDITIONS OF USE AND USER SUBMISSIONS AND SITE CONTENT STANDARDS

As a condition of your access and use of the Website, you agree that you may use the Website only for lawful purposes and in accordance with these Terms and Conditions.

The following site content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, “submit“) to the website or to other users or persons (collectively, “User Submissions“) and any and all Interactive Functions. Any and all User Submissions must also comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service.

Without limiting the foregoing, you warrant and agree that your use of the Website and any User Submissions shall not:

In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy found at https://youthfully.com/privacy-policy/.
In any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website.
Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company’s sole discretion.
Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.
Involve, provide, or contribute any false, inaccurate, or misleading information.
Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the Conditions of Use and User Submissions and Site Content Standards.
Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

BILLING AND PAYMENTS

Billing

The charges payable in respect of Services rendered shall comprise either a subscription service or a one-time program service. Youthfully may change the price of the Services, including fees, and will communicate any price changes to you in advance on reasonable notice. Price changes will take effect at the start of the next billing period following the date of the price change. Subject to applicable law, by continuing to use the Service after the price change takes effect, you will have accepted the new price. If you do not agree to the price change, you can reject the change by canceling your subscription prior to the price change going into effect.

Payment of fees for the use of Services shall be made via Youthfully’s preferred payment processor, Stripe. For information on Stripe’s terms and conditions, please refer to https://stripe.com/en-ca/legal/ssa.

For subscriptions that renew automatically, you authorize Youthfully to charge your payment method periodically for each billing period until the subscription is terminated by you. By authorizing such payments, you authorize Youthfully to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account, or as charges to the designated card account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). Once automatic bill payment arrangements are established, Youthfully will make the payments without further requests from you.

If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Youthfully or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice you for the amount due. By authorizing recurring payments, you are authorizing Youthfully and Stripe to store your Electronic Payment Information.

If you choose to pay for the program through installment payments, you acknowledge and agree that you are obligated to pay the full program fee, regardless of whether you complete the program or attend all scheduled sessions. Failure to pay any installment on time may result in the suspension or termination of your access to the program. In the event of suspension or termination due to non-payment, Youthfully reserves the right to collect any outstanding fees, as permitted by applicable law.

Any unused coaching hours will expire at the end of the Term, unless the Client renews their annual subscription plan or purchases another program at or before the expiry date of their hours, in which case unused hours will roll over.

Automatic Renewal and Cancellation

For subscription services, your payments to Youthfully will automatically renew at the end of each applicable billing period, unless you cancel or pause your subscription before the end of the then-current subscription period. Instructions on how to cancel or pause will be provided to you upon registration. Contact us at help@youthfully.com for instructions on how to cancel or pause using your Youthfully student portal. A cancellation will take effect the day after the last day of the current billing period. Pauses will take effect the day after pausing until you reactivate your account again. Youthfully does not provide refunds or credits for any partial subscription periods, except as expressly stated in these Terms.

Terminating the Youthfully Service

You shall have the right to terminate the subscription in its entirety at any time. In the event a subscription is terminated by you prior to your complete usage of the Services, Youthfully will not be required to refund you for fees already paid, except as expressly permitted by Youthfully.

Refunds

Refunds may be requested by the Student and/or User. If a refund is requested, Youthfully will undergo an independent investigation of the refund request and will be granted at the sole discretion of Youthfully. Youthfully is not obligated to provide a refund, except as expressly permitted by Youthfully. A Student who has undergone less than 30 minutes of delivered coaching support may be eligible for a refund without Youthfully having to undergo an independent investigation. All approved refunds are subject to a three percent (3%) processing fee on the original service fee, except as expressly not permitted by Youthfully.

REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this site (the “Website“) infringe your copyright, you may request a notice of claimed infringement, so that we send a notice to the alleged infringer by submitting written notification to legal@youthfully.com The written notice (the “Notice“) must include following:

Your name and address, and any other particulars prescribed by regulation that enable communication with the claimant that we may advise you from time to time.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
A statement describing your interest or right with respect to the copyright in the work or other subject matter.
Identification of the location of material you believe to be infringing in a sufficiently precise manner to allow us to locate that material (e.g., a link to the infringing material).
Description of the infringement that is claimed.
A statement specifying the date and time of the alleged infringement.
Any other information that may be prescribed by regulation that we may advise you of from time-to-time.

The Notice may not contain any of the following:

An offer to settle the claimed infringement.
A request or demand relating to the claimed infringement for payment or for personal information.
A reference, including by way of hyperlink, to such an offer, request, or demand.
Any other information that may be prescribed by regulation that we may advise you of from time-to-time.

(The “Prohibited Content”).

A Notice containing Prohibited Content will not be considered a valid Notice under this Policy (see Copyright Act, R.S.C., 1985, c. C-42, s. 41.25(3).)

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and reasonable legal fees, disbursements, and charges).

Forwarding Notice to Alleged Infringer

If we receive a Notice in the prescribed form, we will, as soon as feasible, forward the Notice electronically to the person to whom the electronic location identified by the location data in the Notice belongs and inform you of our doing so. If, for some reason, it is not possible for us to forward the Notice to such person, we will confirm with you the reasons therefor.

Record Retention

We will retain records of Notices in compliance with our obligations under applicable laws and regulations.

Removal of Materials or Disabling of Accounts

Without limiting any other rights or remedies we may be entitled to under our website Terms and Conditions or otherwise at law, We reserve the right to remove any material or disable or terminate our users’ accounts or take such other actions deemed necessary or appropriate in the circumstances in our sole discretion.

SITE MONITORING AND ENFORCEMENT, SUSPENSION, AND TERMINATION

Youthfully has the right, without provision of notice to:

Remove or refuse to post on the Website any User Submissions for any or no reason in our sole discretion.
At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms and Conditions.
Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms and Conditions.

YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Website or its use, and do not and cannot undertake to review material that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

NO RELIANCE

The content on our Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site.

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or up to date. Your use of the Website is at your own risk and the Company has no responsibility or liability whatsoever for your use of this Website.

This Website may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. The Company has no responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

PRIVACY

By submitting your personal information and using our Website, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, found at https://youthfully.com/privacy-policy/, as we deem necessary for use of the Website.

By using this Website you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Website may not function adequately.

THIRD-PARTY WEBSITES

For your convenience, this Website may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Website must not be framed on any other site, nor may you create a link to any part of our Website other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the Conditions of Use and User Submissions and Site Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

GEOGRAPHIC RESTRICTIONS

The owner of the Website is based in Ontario, Canada. We provide this Website for use only by persons located in Canada. This Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

LIMITATION ON LIABILITY

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, 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, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.

INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions or your use of the Website, including, but not limited to, your User Submissions, third-party sites, any use of the Website’s content, services, and products other than as expressly authorized in these Terms and Conditions.

ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Except to the extent restricted by applicable law, if there is any dispute or controversy between (1) you and (2) Youthfully including any dispute or controversy arising out of or relating to these Terms of Service, the Youthfully Website or Youthfully Services, any interactions or transactions between (1) you and (2) Youthfully in respect of any legal relationship associated with or derived from these Terms of Service, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a “Dispute”), the disputing person will serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally.

Except to the extent restricted by applicable law, if the Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, you and us agree that the Dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The seat of the arbitration will be Ontario or wherever convenient or necessary acting reasonably. There will be no appeals of any kind. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by you and us. Youthfully will pay the reasonable arbitration costs.

Except to the extent restricted by applicable law, you and us agree that you and us will resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against any members of Youthfully.

Nothing in this Section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of any intellectual property rights.

GOVERNING LAW AND CHOICE OF FORUM

The Website and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or relating to this Website and under these Terms and Conditions will be instituted in the courts of the Province of Ontario or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

WAIVER

Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

SEVERABILITY

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

ENTIRE AGREEMENT

The Terms and Conditions and, Our Privacy Policy and, constitute the sole and entire agreement between you and Youthfully Inc. regarding the Website and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

REPORTING AND CONTACT

This website is operated by Youthfully Inc.

Should you become aware of misuse of the website including libelous or defamatory conduct, you must report it to the Company at legal@youthfully.com.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to legal@youthfully.com

April 14, 2023