Terms and Conditions

Last Updated: March 25, 2020

These terms of service, together with any documents and additional terms they expressly incorporate by reference (collectively, these “Terms”), are entered into between Youth Business USA, a 501(c)3 nonprofit organization (“Youth Business USA”, “we”, “us”, and “our”), and you or the company or other legal entity you represent (“you” or “your”), and constitute a binding legal agreement.

Please read these Terms carefully, as these Terms govern your use of our our Services, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By accessing or using the Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 15. If you do not agree to these Terms, you must not access or use the Services.

You must be able to form a legally binding contract online either on behalf of a company or as an individual. Accordingly, you represent that: (a) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind the company or other legal entity to these Terms; and (b) you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms. In addition to the foregoing, you also represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction where your use of the Services would be illegal or otherwise violate any applicable law.

1. KEY DEFINITIONS

For the purpose of these Terms, the following capitalized terms shall have meanings set forth below.

1.1. “Affiliate” means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with such party.

1.2. “Applicable Law” means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over you, us, or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.

1.3. “Digital Wallet ID” means the unique public key cryptocurrency identifier that we assign to each user to enable them to receive Tokens.

1.4. “Governmental Authority” includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.

1.5. “Services” has the meaning set out in Section 3.1.

1.6. “Token” means the digital asset that users may receive from time to time by engaging with the Services and used to vote for entrepreneurs in our monthly funding rounds.

1.7. “Transaction” has the meaning set out in Section 4.

2. MODIFICATIONS TO THESE TERMS

We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, any and all such modifications are effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

3. SERVICES

3.1. Services.

The “Services” include, without limitation, access to an account on our system and the services offered through such account or otherwise on skysthelimit.org, such as our services that collect information about your personal and professional history that allow us to match you with an advising/mentoring partner, allows your advising/mentoring partner to access information about you, and enables you and other users to find each other and connect for advice or industry expertise, as well as all assessments, diagnostic tools, and other materials provided by or through Youth Business USA, whether in electronic, hardcopy or any other form. The Services include the services themselves and all intellectual property rights therein.

3.2. Conditions and Restrictions

We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services, with or without prior notice.

3.3. No Broker, Legal or Fiduciary Relationship

We are not your broker, lawyer, intermediary, agent, or advisor and have no fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using the Services. Neither our communications nor any information that we or Skysthelimit.org volunteers provide to you is intended as, or shall be considered or construed as, advice.

3.4. Your Responsibilities

As a condition to accessing or using the Services, you shall:

(a) only use the Services for lawful purposes and in accordance with these Terms;

(b) ensure that, at all times, all information that you provide through the Services is current, complete and accurate;

(c) provide us with any requested information for know-your-customer and other compliance purposes; and

(d) maintain the security and confidentiality of your Digital Wallet ID private key.

3.5. Unacceptable Use or Conduct

As a condition to accessing or using the Services, you will not:

(a) violate any Applicable Law;

(b) infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Services;

(c) use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

(d) attempt to circumvent any content filtering techniques or security measures that we employ with regard to Services, or attempt to access any service or area of the Services that you are not authorized to access;

(e) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data;

(f) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Services;

(g) provide false, inaccurate, or misleading information;

(h) post content or communications on the Services that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable.

(i) post content on the Services containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Services;

(j) use the Services from a jurisdiction that we have, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Services is prohibited;

(k) maintain more than one account for the Services;

(l) sell, trade, or otherwise transfer or share your Youth Business USA account to or with another person; or

(m) encourage or induce any third party to engage in any of the activities prohibited under this Section 3.5.

3.6. Fees

We reserve the right to charge for any of our Services or any portion thereof, and/or to modify the pricing of, add to, modify, or discontinue any of our Services or any portion thereof without notice.

3.7. Your Content

You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users via the Services as a result of your use of the Services (collectively, “Your Content”) through your use of the Services, including, without limitation, for promotion of Youth Services USA (or its Affiliates) or the Services and distribution to our business partners, including corporate mentors’ employers, for their own business purposes, including compliance with applicable laws and regulations. You represent and warrant that: (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.

In addition, if you provide to us any ideas, proposals, suggestions or other materials, whether related to the Services or otherwise, it will be deemed Your Content, and you hereby acknowledge and agree that Your Content is not confidential, and that your provision of Your Content is gratuitous, unsolicited and without restriction, and does not place Youth Business USA under any fiduciary or other obligation.

3.8. Account Information

You are responsible for maintaining the confidentiality of your login information and account, and are fully responsible for all activities that occur under your login or account with or without your knowledge. You shall not provide your login information to any other person. You agree to immediately notify us of any use of your account by any person other than yourself or any other breach of security.

3.9. Tokens

You may receive Tokens through the Services when you make a tax-deductible donation or as part of our monthly funding round voting. You agree to only use Tokens in connection with the Services. You further agree that you will not sell, purchase or otherwise transfer or accept Tokens in exchange for value, except in connection with the Services.

4. PURCHASES

We may make available the ability to purchase or otherwise obtain certain products or services through the Services (each, a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the purchased products and/or services will be used only in a lawful manner.

You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred. In addition, you are responsible for any taxes applicable to your Transactions.

5. PRIVACY POLICY

Please refer to our privacy policy available here for information about how we collect, use, share and otherwise process information about you.

6. PROPRIETARY RIGHTS

6.1. Ownership of Services; License to Services

Excluding any third-party software that the Services incorporates, as between you and us, we own the Services, including all technology, content and other materials used, displayed or provided on or in connection with the Services (including all intellectual property rights subsisting therein), and hereby grant you a limited, revocable, transferable, license to access and use those portions of the Services that are proprietary to us.

6.2. Limitations

You may not: (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Services; or (b) use the Services for time-sharing or service bureau purposes.

6.3. Trademarks

Any of our product or service names, logos, and other marks used in or as a part of the Services, including our name and logo are trademarks owned by us, our Affiliates or our applicable licensors. You may not copy, imitate or use them without our (or the applicable licensor’s) prior written consent.

7. CHANGES; SUSPENSION; TERMINATION

7.1. Changes to Services

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.

7.2. No Liability

We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Services.

7.3. Survival

The following sections will survive any termination of your access to the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 1, 3, 6, and 8-16.

8. COMMUNICATIONS

You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Services or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at program@skysthelimit.org.

We may communicate with you by other means to enable us to process your application and contact you for interviews or matches with other members. You agree that we may contact you by telephone, text message, courier delivery, regular mail or email at any telephone number or address that you have provided to the us, or will provide to us, including telephone numbers that are or may be assigned to wireless devices. You also agree to have your name and/or email address listed in the header of certain communications that you initiate through our Services.

You understand and agree that we may place telephone calls by voice call and/or text messaging (including SMS and/or MMS text messages). You understand that we may contact you by telephone, including text messaging, any day of the week and at any time, and understand that you may incur charges related to such contact in accordance with my wireless telephone plan or otherwise. You understand that you do not need to sign this agreement, or otherwise agree, as a condition of using the Services.

You agree to inform us if you wish to be removed from the telephone contact list. You understand that you may text “STOP” in response to any text message received from us, or use any other reasonable means to withdraw your consent to receive prerecorded/artificial voice messages, automatic telephone dialing system (“ATDS”) calls and text messages, including written communication, but that if you do so, cessation of texts and communications may prevent you from successfully learning about program and match opportunities. You further understand that if you withdraw your consent to receive text messages, prerecorded/artificial voice messages and/or ATDS calls, we may still contact you by other means, including live voice calls. You waive any right to a legal action under the Telephone Consumer Protection Act, or any similar state or federal law, in connection with any telephone contact from us.

9. Advising / mentoring Program Participants

You agree that the following additional terms shall apply if you participate in any Youth Business USA advising/mentoring program:

You agree to honor confidentiality with your advising/mentoring partner and your advising/mentoring partner’s organization (your “Partner”). You agree that a duty is owed your Partner to maintain the confidentiality of Confidential Information (as defined below) of your Partner provided by your Partner or obtained by you. This means you shall treat such information as confidential and shall not use, disclose, duplicate, copy, transmit or otherwise disseminate such information (or permit it to be used, disclosed, duplicated, copied, transmitted or otherwise disseminated) at any time prior to or after the termination of this Agreement, except in pursuit of your Partner’s business or as specifically permitted in writing by your Partner, whether you have such information in your memory, electronically, or in writing or other tangible form.

The term Confidential Information shall include:

Any information of your Partner not generally known to the public, including, without limitation any trade secrets or proprietary information concerning your Partner, its sales, personnel or accounting procedures, accounts, operations, devices, techniques, methods, business plans, software (regardless of its state of completion or form of recordation), data processing programs, data bases, models, product proposals, internally devised technology, system or network architecture or topology, secret processes, products, capacities, systems, security practices, research development, machines, inventions, legal agreements, research projects and work(s), and other means used by your Partner in the provision of products or services to customers and in the conduct of its business, whether or not developed, acquired or compiled by your Partner.

Any information concerning customers and prospective customers of your Partner and/or the business activities of your Partner and/or its customers, including without limitation, trade secret and proprietary information concerning accounts, financial standing, investment holdings, your Partner’s marketing strategies and other personal financial data compiled by your Partner and/or provided by customers, specific financial needs and requirements with respect to investment, financial position and standing, leads, referral and references to customers, holding book or customer book pages, assets and obligations carried in accounts of customers, and all records and documents concerning the business and affairs of your Partner and/or its customers (including without limitation copies and originals and any graphic format or electronic media) whether or not developed, compiled or acquired by your Partner.

The identity of any and all confidential or proprietary information or data belonging to or concerning any of your Partner’s customers and any third parties that is in the possession, custody or control of your Partner.

Confidential Information shall not include information that (i) was or in the future becomes publicly available through no wrongful action on your part, (ii) was or in the future becomes known to you independent of your relationship with your Partner, (iii) was or becomes in the future developed by you without use of any Confidential Information and outside the scope of any arrangement with your Partner, or (iv) was or in the future becomes obtained by you from a third-party who has the right to provide such information to you at such time.

You agree that cross-recruiting is not allowed. This means that nominating, soliciting, or otherwise recruiting your advising/mentoring partner to work for you, for your organization, or for any other person or organization is prohibited.

You understand that your conversations with your advising/mentoring partner or a Youth Business USA staff member will remain confidential. However, information regarding your attendance at events may be shared with your organization. In addition, aggregate data regarding your satisfaction and involvement with any Services may be shared with your organization. Without limitation of the terms of our Privacy Policy, you agree that we may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce these Terms, or protect the rights, property, or safety of Youth Business USA, its users, or the public.

10. Participation in Online Communities

If you join, participate in, or view any of the Youth Business USA virtual communities, you agree to:
(a) maintain the confidentiality of other community members by not discussing personal or group matters in “off-line” conversations or other communications;

(b) not to share any information with non-group members without the permission of the person posting the information;

(c) recognize and respect the diversity represented among participants;

(d) not engage in personal attacks, flames, or profanity, nor make offensive comments or judgments; disagreement is permissible and sometimes necessary, but attacks are unacceptable;

(e) not post comments that could be construed as sexist, racist, homophobic, intolerant, or demeaning by any individual based on gender, age, disability, politics, religion, or sexual orientation;

(f) not use access to this community to market any products or services or otherwise engage in any form of solicitation; and

(g) not proselytize spiritual or religious beliefs or promote political candidates or causes.

We have the right to monitor activity and content associated with virtual communities; however, we are not obligated to do so, nor are we obligated to take any action relating to any such monitoring. While we reserve the right to remove any post or any other content from any community at our complete discretion, we are under no obligation to do so under any circumstances. We will have no responsibility for the accuracy, integrity, quality, or anything else relating to any post or any other content.

Furthermore, we do not necessarily agree with or endorse the content of any posts or other content.

Without limiting the foregoing, we may investigate any content and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or subscriptions. However, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any content, including, but not limited to, errors or omissions in content, or loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the Youth Business USA website.

11. INDEMNIFICATION

You will defend, indemnify, and hold harmless us, our Affiliates, and our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Services; (b) your use of the Tokens; (c) your violation of these Terms or Applicable Law; or (d) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Youth Business USA (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Youth Business USA wishes to settle, and if so, on what terms.

12. Disclosures; DISCLAIMERS

To the maximum extent permitted under Applicable Law, the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Services (including any data relating thereto) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Service are correctable or will be correctable.

You acknowledge that your data on the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.

The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

13. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES

In no event shall we (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the the Services (and any of their content and functionality), any performance or non-performance of the Services, your Tokens or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder nor is Youth Business USA in any way responsible for the execution or settlement of transactions between users of the Services.

14. LIMITATION OF LIABILITY

In no event shall our aggregate liability (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) arising out of or in connection with the Services (and any of their content and functionality), any performance or non-performance of the Services, your Tokens or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of fees paid by you to us under these Terms, if any, in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.

15. DISPUTE RESOLUTION AND ARBITRATION

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.

You and Youth Business USA agree that any dispute arising out of or related to these Terms or our Services is personal to you and Youth Business USA and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Except for small claims disputes in which you or Youth Business USA seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Youth Business USA seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Youth Business USA waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Youth Business USA or relating in any way to the Services, you agree to first contact Youth Business USA and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Youth Business USA by email at program@skysthelimit.org or by certified mail addressed to Youth Business USA, Incorporated, 2323 Broadway, Oakland, CA 94612. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Youth Business USA cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in the Cayman Islands, in accordance with the AAA Arbitration Consumer Rules and Procedures (“AAA Rules”). The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.

The arbitrator, Youth Business USA, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Youth Business USA agree that for any arbitration you initiate, you will pay the filing fee and Youth Business USA will pay the remaining AAA fees and costs. For any arbitration initiated by Youth Business USA, Youth Business USA will pay all AAA fees and costs. You and Youth Business USA agree that the courts of the Cayman Islands have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Youth Business USA will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by emailing us at program@skysthelimit.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.

If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.

16. GOVERNING LAW

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of the State of California, as applicable, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in the State of California will have exclusive jurisdiction. You waive any objection to venue in any such courts.

17. MISCELLANEOUS

Any right or remedy of Youth Business USA set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. Headings of sections are for convenience only and shall not be used to limit or construe such sections. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

18. CONTACT US

We welcome your feedback regarding these Terms. If you have questions, comments, or concerns, please contact us by postal mail at:

Skysthelimit.org / Youth Business USA

2022 Franklin Ave E, Unit B

Seattle, WA 98102