Terms of Service Agreement

NOTE TO STORE OWNER: References to the "Terms of Service" or this "Agreement" herein shall be inclusive of all documents, contracts and contract clauses of Younion linked to these Terms of Service, each of which are hereby incorporated herein by reference and made a part hereof with full force and effect. Such linked documents, contracts and contract clauses highlighted in blue together with these Terms of Service, set forth your and our legal agreements with respect to the Services.

Younion provides an on-line market platform (the "Platform") that enables you to use your smart phone to connect you and other verified businesses to the Younion Network, verified Members and Younion Network verified Partners. The Platform offerings by Younion and by Younion Partners under the Terms of Service include products and services to help you build and operate an online store on the Platform in the Younion Network to sell goods and services to verified Members through the Younion Network . Any such services offered by Younion are referred to in these Terms of Services as the "Services". Any new features or tools which are added to the current Services shall be also subject to these Terms of Service. You can review the current version of the Terms of Service at any time at Terms of Service. Younion reserves the right to update and change the Terms of Service by posting updates and changes to the Younion website content.jointheyounion.com. You are advised to check the Terms of Service from time to time for any updates or changes by amendment that may impact you. If you do not accept any such amendments, you must cease using the Services.

By registering for a Younion Account (as provided in Section 1 of this Agreement) or by using any Younion Services, you are agreeing to be bound by these Terms of Service which shall be a binding contract between you ("you" or the " Store") and Younion Co., Inc., a Delaware corporation, ("Younion", "we", "us" or "our"). for the use of the Younion Platform and Younion Network .

By completing your registration for an Account (your "Registration") in the Younion App and using the Younion Platform and the Younion Network, you confirm that you have read, agree with, and accept. of the terms and conditions contained in, expressly referenced in or linked to these Terms of Service, including Younion's linked Acceptable Use Policy ("AUP"), Privacy Policy, and all linked sections to this Agreement. If you offer goods or services in relation to COVID-19, you also acknowledge that you have read, acknowledge and agree to the linked Younion Rules of Engagement for Sale of COVID-19 Related Products.

THIS AGREEMENT IS DEEMED ACCEPTED, APPROVED AND EXECUTED BY YOU AND Younion UPON COMPLETION OF YOUR REGISTRATION AND ISSUANCE TO YOU BY Younion OF YOUR UNIQUE PASSWORD.

AGREEMENT

Effective upon your Registration as described below, the following are the terms of the business relationship between you and Younion:

  1. Opening Your Account; Opening and Operating Conditions; Younion Acceptance

    1. To access and use the Services, you must register for a Younion account ("Account") as STORE OWNER, answering fully and accurately all questions asked and providing all information requested during REGISTRATION. Younion may reject your application for an Account, or cancel an existing Account, at any time and for any reason, in our sole discretion.
    2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
    3. You confirm that you will be receiving any Services provided by Younion for the purposes of carrying on a business activity and not for any personal, household or family purpose.
    4. You acknowledge and agree that Younion will be able to use the email address you provide at Registration, or as updated by you from time to time, as the primary method for communication with you. You must monitor the primary Account email address you provide to Younion and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Younion can only be authenticated if they come from your primary Account email address. Your communications to Younion should be by email addressed to Support@JoinTheYounion.com.
    5. Upon your successful Registration Younion will issue to you a unique password to your Account. You are responsible for keeping your password secure. Younion cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
    6. You acknowledge that you are solely and uniquely responsible for the creation and operation of your Store in compliance with applicable laws and regulations and in accordance with these Terms of Service and the Registration procedure.
    7. Any sale of goods or services to a customer of your Store is between you and that customer. You are solely responsible for fulfillment and completion of all sales.
    8. You are legally responsible for all activity and content of your Store such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Store ("Materials") and the legal use of such Materials.
    9. A breach or violation of any term in the Terms of Service or any term of the documents linked to these Terms of Service, and the legal use of such linked documents by you, as determined in the sole discretion of Younion, may result in an immediate termination by Younion of your access to the Younion Network and your access to the Services. (See Section 11 "Termination of Accounts".)
    10. After your initial Registration Younion or its Partners may conduct additional review of your business documentation and business condition as your Store achieves increased business volume and other milestones. Any failure to timely submit requested additional information may lead to suspension or termination of your Account.
  2. Sales and Payments Services by Payment Processor to Pay You and to Pay Younion

    Upon completion and acceptance of your Registration and completion by you of Younion payment platform documentation in the Younion App, Younion will create a payments account for your Store with a Younion payment processor partner in the Younion Partner Network, using your email address and your unique banking details provided at Registration. PAYMENT PROCESSOR SERVICES

  3. Younion Platform Fees and Combined Data and Data Share Revenue

    1. Younion Platform Fee.

      The payment processor will remit to Younion monthly a sales-volume-based Platform Fee net of payment of agreed payment processor fees simultaneously with remitting t your monthly transaction-based net platform revenues in accordance with the terms herein and the terms of agreements with the payment processor, or as hereafter modified (the "Fees").You authorize Younion to further issue any revised instructions to the payment processor with respect thereto for remittances to Younion. The Younion scheduled Platform Fees are gross revenue volume-based, reduce as a percentage as your Store transaction gross revenue volume increases and currently range from 10% of your Store gross revenues down to 8% of your Store gross revenues as those Store gross revenues increase. PLATFORM FEES.

    2. Combined Data Share and Data Share Revenue Split

      Younion regards store business data as an important analytic tool for the Platform.

      Younion will collect customer transactional data both in stand-alone store form and in combined form from all of its verified business customers (DATA) to be used by Younion for among other applications, without limitationanalysis of your Store performance, improved and more efficient operation of the Platform, to improve and enhance the Platform and other diagnostic and corrective purposes and assistance in structuring and promoting verified business customers cross-selling, joint marketing, incentive and Partner support programs, and development of other Younion offerings or products and services for verified Platform members. In addition, Younion shall have the exclusive right to market and negotiate licenses for de-identified, aggregated Combined Data to third party data aggregators for marketing and analytic uses to create sustainable streams of license revenue for Younion and the verified businesses in a ROYALTY PROGRAM. Younion shall determine in good faith the market appropriate allocation and payment between Younion and its verified business owners of data licensing royalties earned through licensing of the Combined Data in the Royalty Program and for such services shall receive a minimum allocation to it of 50% of annual net revenue from the Royalty Program. Younion shall structure all other terms and conditions governing the Royalty Program on a market appropriate basis and may amend such terms and conditions on thirty days prior written notice; provided, however, that in the case of any such amendment which effects a reduction of royalty percentage to be paid to you and other verified businesses, your affirmative agreement to such reduction shall also be required to effect any change in excess of a rate reduction of 5%.

      Younion shall remit periodically to you your calculated share of net data fees generated by the Royalty Program. DATA SHARE REVENUE SPLIT.

    3. Tax Responsibility

      1. All Fees and Royalty Program revenues Payable to Younion under this Agreement are exclusive of applicable Federal, state, local or other transaction or income taxes based upon sales of goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future ("Taxes").You are responsible for all applicable Taxes that arise from or as a result of your use of the Younion Platform for the sale of products and services by your Store in accordance with the terms of this Agreement or from your participation in Royalty Program revenues. TAX RESPONSIBILITY OF STORE
      2. If you elect to receive sales tax data relating to sales of good or services by your Store Younion will deliver to you in each month a file for the prior completed month which indicates your sales tax obligations per transaction during the prior month by payee tax jurisdiction based on shipping address and/or physical store locations reported by you at Registration. Such tax obligations will be based solely on analysis provided by a Younion sales tax advisory Partner. Younion shall bear no responsibility for the calculation of such Taxes or the filing of such data by you with each state.
    4. Monthly Younion Revenue Report

      Younion will deliver to you each month a report of the revenue generating transactions executed within your Store during the prior completed month, the Younion Fees thereon and any chargebacks, disputes, payment failures or other costs associated with such transaction or disputes which have been recorded with respect to such transactions which shall be borne by you or held in a reserve until resolved or charged to you.

  4. Promotional Offers; Loyalty Cards

    1. Promotional Offers.

      Younion, at its sole discretion, in order effectively to promote the business of stores on the Younion Network and based on data it compiles from its Platform customers and other sources, may propose promotional offers of goods or services to you for your Store and other stores on the Network with varying features and rates among targeted Stores on the Younion Network, as same store transactions, cross store promotions, or any other appropriate basis. PROMOTIONAL OFFERS

    2. Loyalty Card Program

      When created and made available through verified businesses on the Younion Network, the loyalty card program will reward verified customers who return to you for repeat business and buy goods from other verified businesses on the Network with earned discounts and other benefits to be created under the LOYALTY CARD PROGRAM.

  5. Your Opportunities and Obligations with respect to Third Party Services, Partners, and Partners Marketplace

    Younion will from time to time recommend, provide you with access to, or enable third party software, applications ("Apps"), products, services or website links with Younion Partners (collectively, "Third Party Services") for your consideration or use, including via the Younion Partners Network. Some Third-Party Services are required, such as a payment provider, and some are optional to enhance the transaction strength of your Store. In either event your purchase, access or use of any such Third-Party Services is solely between you and the applicable third-party services provider ("Third Party Provider"). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Services. Younion Partners.

  6. General Operating Conditions of the Platform

    1. The terms and conditions contained in these Terms of Service or documents linked hereto, include the Acceptable Use Policy (the "AUP") AUP, the Privacy Policy, the Rules of Engagement for the Sale of COVID-19 Related Products (if you sell such products) and the rules and agreements between us linked to section of these Terms of Service. By registering for the Services, you acknowledge and agree that you have read and agree to these terms and conditions.
    2. Technical support in respect of the Services is only provided to Younion Registered users.
    3. You may not use the Younion Services for any illegal, unauthorized or prohibited use or purpose whether such prohibited use is specified in these Terms of Service, in the AUP, in any linked document hereto, or in the unique terms and conditions of any Younion Partner Services of which are being provided to you.
    4. You will not reproduce, duplicate, download, copy sell, resell ,exploit, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform (collectively the "Software"); modify, translate, or create derivative works based on the Platform or any Software (except to the extent expressly permitted by Younion or authorized within the Platform); use the Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
    5. You represent, covenant, and warrant that you will use the Platform and the Service only in compliance with Younion's standard published policies in effect from time to time including, without limitation, an AUP and all applicable laws and regulations including, without limitation, all applicable laws and regulations regarding public health and safety and consumer protection, and ownership and/or use of intellectual property owned by third parties. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under the Terms of Service. You may not use the Younion Services for any illegal, unauthorized or prohibited use or purpose whether such prohibited use arises in these Terms and Conditions, in any linked document hereto, or in the unique terms and conditions of any Younion Partner services of which are being provided to you.
    6. Younion reserves the right at any time, and from time to time, to modify or discontinue the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
    7. Younion shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.
    8. Younion is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Younion's collection, usage and disclosure of this personal information is governed by our Privacy Policy.
    9. You shall not purchase search engine or other pay per click keywords, or domain names that use Younion or Younion trademarks and/or variations and misspellings thereof.
    10. You agree that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
    11. In the event of any dispute over Account ownership, Younion retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful store owner. We reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc. If we are unable to reasonably determine the rightful store owner, without prejudice to our other rights and remedies, Younion reserves the right to disable an Account until resolution has been determined between the disputing parties.
  7. Rights of the Parties

    1. Younion Rights

      1. Younion Operating Rights

        1. We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
        2. We reserve the right to refuse service to anyone for any reason or for no reason at any time.
        3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if Materials uploaded or posted to a Store, violate our AUP or these Terms of Service.
        4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Younion customer, Younion employee, member, or officer may result in immediate Account termination at our sole discretion.
        5. We reserve the right to provide our Services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Younion employees and contractors may also be Younion customers and that they may compete with you, although they may not use your Confidential Information (as defined in Section 8 hereof) in doing so.
        6. You license and grant to Younion access to and the right to download your Store transactional information from your point of sale and other data systems to collect Data measuring your Store stand-alone performance or to be used in creating Combined Data for measuring and enhancing Platform performance.
      2. Younion Intellectual Property Rights

        1. Younion owns and retains, without limitation, all right, title and interest in and to (a) the Platform, the Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by Younion or by you in connection with implementation or support of the Platform and (c) all intellectual property rights related to any of the foregoing including, without limitation the trademarks and copyrighted materials listed at Younion Intellectual Property including, without limitation, patents, trademarks and tradenames.Younion INTELLECTUAL PROPERTY.
        2. Younion shall have the exclusive rights: (i) during and after the term hereof to collect, analyze and market data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information derived from your business data, your client data, your point of sale data on your point of sale system , and data from your ancillary business systems collected while you are operating on the Platform. Younion RIGHTS IN COMBINED DATA; DATA SHARE REVENUE SPLIT.
        3. Effective with your Registration Younion has the limited, non-exclusive license while you are on the Platform to show your business image and logo on Younion and in printed published material as a user of the Platform which license shall be coterminous with the licenses granted herein by Younion to you for use of the Platform.
        4. Effective with your Registration and while you are on the Platform Younion has the limited license to display the Younion logo and a link to the Platform on you published Store site and to list you as a user of the Platform.
        5. The trademarks, logos, and service marks (collectively the "Trademarks") displayed on the Website are registered or unregistered trademarks of Younion or others. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of Younion or such third party that may own the Trademarks displayed on the Website. Your use of the Trademarks displayed on the Website, or any other content on the Website, except as provided in these terms and conditions, is strictly prohibited. You are advised that Younion will aggressively enforce its intellectual property rights to the fullest extent of the law, including criminal prosecution. No part of the Website may be downloaded, used, disclosed, modified, reproduced, displayed, performed, distributed, stored in a retrieval system, or translated into any language in form or by any means without the prior written consent of Younion..The following is trademark of Younion and may only be referred with proper attribution as such: "Younion™"
    2. Store Rights

      1. Store Operating Rights

        You have the right to operate your Store on the Platform only in compliance with these Terms of Service under the financial arrangement set forth herein.

      2. Store Intellectual property.

        1. You shall own and retain, without limitation, all right, title and interest in and to your trademarks and tradenames, your rights in your customer client data in non-combined client identifiable form, as well as any data that is based on or derived from your customer client data by you, subject to the ownership rights of your customers therein and subject to the rights of Younion therein as set forth in these Terms of Service,
        2. Except as may be separately agreed to in writing, Younion has no intellectual property rights over the Materials you provide to the Younion Service. All Materials you upload to your Younion Store remain your property.
        3. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Store; (b) to allow Younion to store, and in the case of Materials you post publicly, display, and use your Materials; and (c) that Younion can, at any time, review and delete all the Materials submitted to its Service, although Younion is not obligated to do so.
  8. Confidential Information

    1. Except as provided in Section 3 (b) hereof regarding the sale of data by Younion in aggregated and/or de-identified form, each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 8. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party's obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party's Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service
    2. Notwithstanding any other provision in this Agreement, you agree that you hereby grant to Younion exclusive, licenses to the customer data of Store described in Section 3 b. to download, use organize and market to third parties such data in consideration of the license fee splits provided for in this Agreement.
  9. Limitation of Younion Liability; Limitation of Younion warranties

    1. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE SERVICES AND THE PLATFORM IS AT YOUR SOLE RISK. THE SERVICES AND THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY AS TO THE QUALITY AND AVAILABILITY OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOUNION DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. YOUNION MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SOFTWARE OR SERVICES, OR THE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS.
    2. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUNION'S AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF ITS REPRESENTATIONS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT EXCEED AMOUNTS ACTUALLY PAID BYAND/OR DUE FROM YOU TO YOUNION IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
    3. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF YOUNION ITS OFFICERS, DIRECTORS, EXECUTIVES OR AGENTS OR OUR SUPPLIERS OR PARTNERS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO YOU ARISING OUT OF OR IN CONNECTION WITH THE YOUNION PLATFORM, THE SERVICES OR THESE TERMS OF SERVICE (HOWEVER ARISING, INCLUDING NEGLIGENCE) OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE).
    4. Younion does not warrant performance of the Internet. The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications, Younion is not responsible for any delays, delivery failures, or damage, loss or injury to the Services resulting from such problems.
    5. Younion does not warrant that the results that may be obtained from the use of the Services and the Platform will be accurate, or reliable or profitable.
    6. Younion is not responsible for any of your tax obligations, for any liabilities which you incur related to the use of Younion's Services or for any compliance by you with any laws of or regulations of any jurisdiction regulating any aspect of the conduct of the business of your Store. You agree that you are solely responsible and liable for determining what, if any taxes apply to the sale of your products and services and payments you make or receive in connection with your use of the Services and the collection, reporting and remitting of taxes by your business in connection with the conduct of business on the Platform, and have no rights of reimbursement, indemnification or offset whatsoever by reason of your use of the Platform.
    7. Younion does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
  10. Your Indemnification of Younion

    1. You agree to indemnify and hold harmless Younion and its officers, directors, employees, agents, parents, subsidiaries and affiliates (each, an "Indemnified Party"), to the maximum extent permitted under any applicable law,without any rights of reimbursement, indemnification or offset whatsoever by reasons of your use of the Platform or any advice received by you from any Partner from and against any losses, claims, demands, actions, costs, damages, penalties, fines and expenses, including without limitation, attorneys' fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (i) your Materials; (ii) your misuse of the Software , Services or the Younion Platform or Network; (iii) your breach of this Agreement or any representation, warranty or covenant by you in this Agreement; (iv) your violation of any applicable laws, rules or regulations through or related to the use of the Software, the Services or the Platform;(v) any dispute with respect to the operation of your Store with respect to quality, delivery, shipping, payment or other matter with regard to goods sole by you, or similar issues concerning any services to be delivered by you; (vii) any breach by you of any intellectual property right of a third party involving Materials provided by you for use on the Platform or (viii) any tax liability you may have whether or not described in any provision of these Terms.
    2. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this Section, you agree to pay for the defense of the Indemnified Party, and to advance such costs promptly upon the request of the indemnified party including reasonable costs and attorneys' fees incurred by the Indemnified Party and for any damages or costs assessed against an Indemnified Party. Younion reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Younion in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party's gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or knowing omission of any material fact in connection with the Software or Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Software and/or Services.
  11. Cancellation and Termination of Accounts

    1. By Store:

      You may cancel your Account and terminate the Terms of Service at any time by contacting Younion Support and then following the specific instructions indicated to you in Younion's response.

    2. By Younion:

      1. If you violate this Agreement, Younion in its sole discretion may respond by suspending or terminating your Registration with or without notice based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists, on such timeline as Younion determines in its sole discretion.
      2. At its sole discretion, Younion may modify or discontinue the Software or Service, or may modify, suspend, or terminate your access to the Software or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Software or the Service, Younion reserves the right to take appropriate legal action, including without limitation, pursuing civil, criminal, or injunctive redress. Even after your right to use the Software or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.
    3. Effect of termination or suspension by either party hereto:

      1. Upon suspension or termination Younion will cease providing you with the Services and you will no longer be able to access your Account; ii. Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
      2. Any outstanding balance owed to Younion for your use of the Services through the effective date of such termination will immediately become due and payable in full as you receive payments for good and services; and
      3. Your Store will be taken offline.
      4. Your termination or suspense, no matter how occurring, will not relieve you of or release you from your obligations with respect to any pending delivery, payment, deliver, condition, or other matters which arose in the course of your busines on the Platform.
    4. If at the date of termination of the Service, there are any outstanding Fees arising by reason of sales of good or services by you or by reason of data revenues you will receive net fees such funds as such funds are received and disbursed, and eventually a final statement via email.

    5. We reserve the right to modify or terminate the Younion Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

    6. Without limiting any other remedies it may have, Younion may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance, or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.

  12. Feedback, Reviews and Voluntary Submissions

    Younion welcomes any ideas and/or suggestions regarding improvements or additions to the Services. However, under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services, any Third-Party Provider or Partner (collectively, "Feedback") to Younion be subject to any obligation of confidentiality or expectation of compensation on the part of or by Younion except upon the sole decision or discretion of Younion. By submitting Feedback to Younion (whether submitted directly to Younion or posted on any Younion hosted forum or page), you waive any and all proprietary rights in the Feedback and Younion shall be free to implement and use the Feedback if desired, as provided by you or as modified by Younion, without obtaining permission or license from you or from any third party. Any reviews of a Third-Party Service or Third-Party Provider that you submit to Younion must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Younion reserves the right (but not the obligation) to remove or edit Feedback of Third-Party Services or Third -Party Providers but does not regularly inspect posted Feedback.

  13. DMCA Notice and Takedown Procedure

    Younion supports the protection of intellectual property and asks Younion merchants to do the same. It is our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our stores is infringing their intellectual property rights, they can send a DMCA Notice to Younion's designated agent using our form. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone, e number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Younion's Copyright Agent for notice of claims of copyright infringement is as follows: General Counsel, Younion, 910 S. Pear Expressway, Ground Floor, Dallas, Tx. 75201

    Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material.

  14. Governing Law; Disputes; Legal Remedies

    1. Governing Law. This Terms of Service Agreement is made under and shall be governed by the law of the State of Texas for agreements made and to be performed entirely within such state.

    2. Jurisdiction and Venue. Subject to the provisions of paragraphs c., d., and e. below, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the Federal Courts and Texas State courts located in Dallas, Texas, with respect to any dispute or claim arising out of or in connection with the Terms of Service and the parties each agree to submit to the jurisdiction of such courts.

    3. Informal Resolution. Notwithstanding any other provision of this Section 14, you and Younion agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Younion therefore agree that, before either you or Younion initiates a court proceeding or demands arbitration against the other as herein provided, we will personally meet and confer, via telephone or videoconference in a good-faith effort to resolve informally any claim arising under or in connection with the provision of this Terms of Service Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 30 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Younion that you intend to initiate an informal dispute resolution conference, email Support@JoinTheYounion.com, providing your name, telephone number associated with your Younion account (if any), the email address associated with your Younion account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party's claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing litigation or arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

    4. Arbitration. The parties agree that any dispute or claim between them not resolved by informal resolution will be resolved by binding arbitration, rather than in court, except that (1) either party may assert claims in small claims court if the claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) Store or Younion may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or failure of a party to meet the affirmative or negative covenants set forth in this Agreement.

      There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms of Service as a court would.

      To begin an arbitration proceeding, you must send an email requesting arbitration and describing your claim to Younion at Support@JoinTheYounion.com. The arbitration will be conducted by a single arbitrator by the American Arbitration Association (AAA) under its rules, including if appropriate the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Neither party will seek attorneys' fees and costs in arbitration unless the arbitrator determines that the claims of a party are frivolous. You may choose to have the arbitration conducted by telephone, video conference based on written submissions, or in person in Dallas, Texas or at another mutually agreed location.

      In amplification of applicable AAA rules and not in limitation thereof, in any arbitration the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this arbitration agreement including, but not limited to any claim that all or any part of this arbitration agreement is void or voidable. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Younion. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to a party under applicable law, the arbitral forum's rules, and this Agreement (including this arbitration agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator's decision is final and binding on you and Younion.

    5. Waivers. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

  15. General Contract Provisions

    1. Severability. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

    2. Electronic Communications; Notice by Electronic Communications; Supplemental Mail notice. For contractual purposes, notices provided for in this Agreement shall be in writing and shall be deemed to have given when sent by electronic Communications and with respect thereto (1) each of you and Younion consent to receive communications from in an electronic form; and (2) each of you and Younion agree that all terms and conditions, agreements, notices, disclosures, and other communications that either of you provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. As a supplement to email notice only and not as a substitute therefore, either party may at its option deliver hard copies of notices and all other communication delivered by hand or overnight courier or U. S. mail addressed to the respective addresses set forth below in this Agreement, to such other address as either party may have furnished to the other in writing in accordance herewith, or in the case of the Store to the most recent address of Store set forth in the records of the Company.

    3. Entire Agreement. This Agreement, including all documents linked hereto and incorporated herein by reference and made a part hereof, and all linked Agreement clauses, is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions an agreements between the parties with respect to such subject matter.

    4. Binding Terms. All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to our respective officers, directors, executives, agents, partners, successors, permitted assigns and legal representatives. Younion shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Younion's prior written consent, to be given or withheld in Younion's sole discretion.

    5. Amendment. Younion may amend these Terms of Service and any linked document at any time in any manner and for any reason or for no reason by posting the relevant amended and restated Terms of Service on Younion's website, available at https://content.jointheyounion.com/terms-and-conditions and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Younion's website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

    6. No Third-Party Rights Save for Younion and its affiliates, you or anyone accessing Younion Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

    7. No Waiver. The failure of Younion to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

    8. No Joint Venture or Partnership. Younion and you are parties to this agreement as independent contractors. No joint venture, partnership, employment, or agency relationship exists between you, Younion or any third-party provider as a result of this Agreement or use of the Software or Services.

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