These terms and conditions (“Agreement”) set forth the general terms and conditions of your

use of the “Youphoria” mobile application (“Mobile Application” or “Service”) and any of its

related products and services (collectively, “Services”). This Agreement is legally binding

between you (“User”, “you” or “your”) and Youphoria, LLC (“Youphoria, LLC”, “we”, “us” or “our”).

If you are entering into this agreement on behalf of a business or other legal entity, you

represent that you have the authority to bind such entity to this agreement, in which case the

terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you

do not agree with the terms of this agreement, you must not accept this agreement and may not

access and use the Mobile Application and Services. By accessing and using the Mobile

Application and Services, you acknowledge that you have read, understood, and agree to be

bound by the terms of this Agreement. You acknowledge that this Agreement is a contract

between you and Youphoria, LLC, even though it is electronic and is not physically signed by

you, and it governs your use of the Mobile Application and Services.

Accounts and membership

If you create an account in the Mobile Application, you are responsible for maintaining the

security of your account and you are fully responsible for all activities that occur under the

account and any other actions taken in connection with it. We may monitor and review new

accounts before you may sign in and start using the Services. Providing false contact

information of any kind may result in the termination of your account. You must immediately

notify us of any unauthorized uses of your account or any other breaches of security. We will not

be liable for any acts or omissions by you, including any damages of any kind incurred as a

result of such acts or omissions. We may suspend, disable, or delete your account (or any part

thereof) if we determine that you have violated any provision of this Agreement or that your

conduct or content would tend to damage our reputation and goodwill. If we delete your account

for the foregoing reasons, you may not re-register for our Services. We may block your email

address and Internet protocol address to prevent further registration.

User content

We do not own any data, information or material (collectively, “Content”) that you submit in the

Mobile Application in the course of using the Service. You shall have sole responsibility for the

accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property

ownership or right to use of all submitted Content. We may, but have no obligation to, monitor

and review the Content in the Mobile Application submitted or created using our Services by

you. You grant us permission to access, copy, distribute, store, transmit, reformat, display and

perform the Content of your user account solely as required for the purpose of providing the

Services to you. Without limiting any of those representations or warranties, we have the right,

though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in

our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

Unless specifically permitted by you, your use of the Mobile Application and Services does not

grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created

by you or stored in your user account for commercial, marketing or any similar purpose.

Backups

We perform regular backups of the Content and will do our best to ensure completeness and

accuracy of these backups. In the event of the hardware failure or data loss we will restore

backups automatically to minimize the impact and downtime.

Advertisements

During your use of the Mobile Application and Services, you may enter into correspondence

with or participate in promotions of advertisers or sponsors showing their goods or services

through the Mobile Application and Services. Any such activity, and any terms, conditions,

warranties or representations associated with such activity, is solely between you and the

applicable third party. We shall have no liability, obligation or responsibility for any such

correspondence, purchase or promotion between you and any such third party.

Links to other resources

Although the Mobile Application and Services may link to other resources (such as websites,

mobile applications, etc.), we are not, directly or indirectly, implying any approval, association,

sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated

herein. We are not responsible for examining or evaluating, and we do not warrant the offerings

of, any businesses or individuals or the content of their resources. We do not assume any

responsibility or liability for the actions, products, services, and content of any other third parties.

You should carefully review the legal statements and other conditions of use of any resource

which you access through a link in the Mobile Application. Your linking to any other off-site

resources is at your own risk.

Prohibited uses

In addition to other terms as set forth in the Agreement, you are prohibited from using the

Mobile Application and Services or Content: (a) for any unlawful purpose; (b) to solicit others to

perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or

state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual

property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm,

defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation,

religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading

information; (g) to upload or transmit viruses or any other type of malicious code that will or may

be used in any way that will affect the functionality or operation of the Mobile Application and

Services, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext,

spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or

circumvent the security features of the Mobile Application and Services, third party products and

services, or the Internet. We reserve the right to terminate your use of the Mobile Application

and Services for violating any of the prohibited uses.

Intellectual property rights

“Intellectual Property Rights” means all present and future rights conferred by statute, common

law or equity in or in relation to any copyright and related rights, trademarks, designs, patents,

inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all

other intellectual property rights, in each case whether registered or unregistered and including

all applications and rights to apply for and be granted, rights to claim priority from, such rights

and all similar or equivalent rights or forms of protection and any other results of intellectual

activity which subsist or will subsist now or in the future in any part of the world. This Agreement

does not transfer to you any intellectual property owned by Youphoria, LLC or third parties, and

all rights, titles, and interests in and to such property will remain (as between the parties) solely

with Youphoria, LLC. All trademarks, service marks, graphics and logos used in connection with

the Mobile Application and Services, are trademarks or registered trademarks of Youphoria, LLC

or its licensors. Other trademarks, service marks, graphics and logos used in connection with

the Mobile Application and Services may be the trademarks of other third parties. Your use of

the Mobile Application and Services grants you no right or license to reproduce or otherwise use

any of Youphoria, LLC or third party trademarks.

Disclaimer of warranty

You agree that such Service is provided on an “as is” and “as available” basis and that your use

of the Mobile Application and Services is solely at your own risk. We expressly disclaim all

warranties of any kind, whether express or implied, including but not limited to the implied

warranties of merchantability, fitness for a particular purpose and non-infringement. We make no

warranty that the Services will meet your requirements, or that the Service will be uninterrupted,

timely, secure, or error-free; nor do we make any warranty as to the results that may be

obtained from the use of the Service or as to the accuracy or reliability of any information

obtained through the Service or that defects in the Service will be corrected. You understand

and agree that any material and/or data downloaded or otherwise obtained through the use of

Service is done at your own discretion and risk and that you will be solely responsible for any

damage or loss of data that results from the download of such material and/or data. We make

no warranty regarding any goods or services purchased or obtained through the Service or any

transactions entered into through the Service unless stated otherwise. No advice or information,

whether oral or written, obtained by you from us or through the Service shall create any

warranty not expressly made herein.

Limitation of liability

To the fullest extent permitted by applicable law, in no event will Youphoria, LLC, its affiliates,

directors, officers, employees, agents, suppliers or licensors be liable to any person for any

indirect, incidental, special, punitive, cover or consequential damages (including, without

limitation, damages for lost profits, revenue, sales, goodwill, use of content, impact on business,

business interruption, loss of anticipated savings, loss of business opportunity) however caused,

under any theory of liability, including, without limitation, contract, tort, warranty, breach of

statutory duty, negligence or otherwise, even if the liable party has been advised as to the

possibility of such damages or could have foreseen such damages. To the maximum extent

permitted by applicable law, the aggregate liability of Youphoria, LLC and its affiliates, officers,

employees, agents, suppliers and licensors relating to the services will be limited to an amount

greater of one dollar or any amounts actually paid in cash by you to Youphoria, LLC for the prior

one month period prior to the first event or occurrence giving rise to such liability. The limitations

and exclusions also apply if this remedy does not fully compensate you for any losses or fails of

its essential purpose.

Indemnification

You agree to indemnify and hold Youphoria, LLC and its affiliates, directors, officers, employees,

agents, suppliers and licensors harmless from and against any liabilities, losses, damages or

costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third

party allegations, claims, actions, disputes, or demands asserted against any of them as a result

of or relating to your Content, your use of the Mobile Application and Services or any willful

misconduct on your part.

Severability

All rights and restrictions contained in this Agreement may be exercised and shall be applicable

and binding only to the extent that they do not violate any applicable laws and are intended to

be limited to the extent necessary so that they will not render this Agreement illegal, invalid or

unenforceable. If any provision or portion of any provision of this Agreement shall be held to be

illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the

parties that the remaining provisions or portions thereof shall constitute their agreement with

respect to the subject matter hereof, and all such remaining provisions or portions thereof shall

remain in full force and effect.

Dispute resolution

The formation, interpretation, and performance of this Agreement and any disputes arising out

of it shall be governed by the substantive and procedural laws of District of Columbia, United

States without regard to its rules on conflicts or choice of law and, to the extent applicable, the

laws of United States. The exclusive jurisdiction and venue for actions related to the subject

matter hereof shall be the courts located in District of Columbia, United States, and you hereby

submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any

proceeding arising out of or related to this Agreement. The United Nations Convention on

Contracts for the International Sale of Goods does not apply to this Agreement.

Assignment

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or

obligations hereunder, in whole or in part, without our prior written consent, which consent shall

be at our own sole discretion and without obligation; any such assignment or transfer shall be

null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part,

to any third party as part of the sale of all or substantially all of its assets or stock or as part of a

merger.

Changes and amendments

We reserve the right to modify this Agreement or its terms related to the Mobile Application and

Services at any time at our discretion. When we do, we will revise the updated date at the

bottom of this page. We may also provide notice to you in other ways at our discretion, such as

through the contact information you have provided.

An updated version of this Agreement will be effective immediately upon the posting of the

revised Agreement unless otherwise specified. Your continued use of the Mobile Application and

Services after the effective date of the revised Agreement (or such other act specified at that

time) will constitute your consent to those changes.

Acceptance of these terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions.

By accessing and using the Mobile Application and Services you agree to be bound by this

Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized

to access or use the Mobile Application and Services.

Contacting us

If you have any questions, concerns, or complaints regarding this Agreement, we encourage

you to contact us using the details below:

Management@Youphoriaapp.com

This document was last updated on September 28, 2021