NetChoice, LLC v. David Yost

RECOMMENDED FOR PUBLICATION Pursuant to Sixth Circuit I.O.P. 32.1(b) File Name: 26a0177p.06 UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT ┐ NETCHOICE, LLC, │ Plaintiff-Appellee, │ > No. 25-3371 │ v. │ │ DAVE YOST, in his official capacity as Ohio Attorney │ General, │ Defendant-Appellant. │ ┘ Appeal from the United States District Court for the Southern District of Ohio at Columbus. No. 2:24-cv-00047—Algenon L. Marbley, District Judge. Argued: February 4, 2026 Decided and Filed: June 18, 2026 Before: BATCHELDER, CLAY, and RITZ, Circuit Judges. _________________ COUNSEL ARGUED: Mathura J. Sridharan, OFFICE OF THE OHIO ATTORNEY GENERAL, Columbus, Ohio, for Appellant. Erin E. Murphy, CLEMENT & MURPHY, PLLC, Alexandria, Virginia, for Appellee. ON BRIEF: Mathura J. Sridharan, Zachery P. Keller, OFFICE OF THE OHIO ATTORNEY GENERAL, Columbus, Ohio, for Appellant. Scott A. Keller, LEHOTSKY KELLER COHN LLP, Washington, D.C., for Appellee. Kevin A. Golembiewski, OFFICE OF THE FLORIDA ATTORNEY GENERAL, Tallahassee, Florida, James Emory Smith, OFFICE OF THE ATTORNEY GENERAL OF SOUTH CAROLINA, Columbia, South Carolina, Robert Corn-Revere, D Gill Sperlein, FOUNDATION FOR INDIVIDUAL RIGHTS AND EXPRESSION, Washington, D.C., Aaron Mackey, ELECTRIC FRONTIER FOUNDATION, San Francisco, California, for Amici Curiae. CLAY, J., announced the judgment of the court and delivered the lead opinion. BATCHELDER, J. (pp. 34–60), concurred in the judgment and delivered a separate concurring opinion. RITZ, J. (pp. 61–71), delivered a separate dissenting opinion.  No. 25-3371 NetChoice, LLC v. Yost Page 2 _________________ OPINION _________________ CLAY, Circuit Judge. Defendant David Anthony Yost, the Attorney General of Ohio, appeals from the district court’s final order and judgment in Plaintiff NetChoice, LLC’s civil suit challenging Ohio’s Parental Notification by Social Media Operators Act, H.B. 33, 135th Gen. Assemb., Reg. Sess. (2023) (codified at Ohio Rev. Code § 1349.09), on First Amendment and vagueness grounds, under 42 U.S.C. § 1983 and 28 U.S.C. § 2201. Because a majority of the panel agrees that NetChoice has failed to establish that the Act is facially unconstitutional, we REVERSE the district court’s judgment and REMAND with instructions to enter judgment in favor of Yost. I. BACKGROUND The state of Ohio is concerned that social media is harming Ohio’s youth and has sought to target that harm through legislative policy. Specifically, Ohio has taken notice of a growing body of evidence linking social media to poor mental health, eating disorders, and academic decline in youth and adolescents. The state further worries about the prevalent use of social media among child sexual predators to target minors, deficient data privacy for minor social media users, and exploitative contract terms that social media operators impose on them. Meanwhile, the members of Plaintiff trade association NetChoice, LLC (NetChoice), that own and operate social media platforms, extoll the virtues of social media and the benefits that it offers young people, including community-building, artistic expression, education, civic engagement, awareness of news and current events, and career development. Those entities tend to resist the legislative efforts of Ohio and other states to curb social media uptake among minors, asserting that such restrictions violate social media users’ and providers’ First Amendment rights. See NetChoice v. Carr, 789 F. Supp. 3d 1200, 1212 (N.D. Ga. 2025) (“A handful of states have enacted [] laws aimed at protecting minors online . . . . NetChoice has challenged at least eight other state laws[, and n]early all of those state laws [have been] enjoined . . . .”). Defendant David Yost (Yost), the Attorney General of Ohio, defends Ohio’s Parental Notification by Social Media Operators Act, H.B. 33, 135th Gen. Assemb., Reg. Sess. (2023)  No. 25-3371 NetChoice, LLC v. Yost Page 3 (codified at Ohio Rev. Code § 1349.09) (the Act), as a legitimate exercise of the state’s prerogative to regulate contracting with minors. To the extent that the Act does burden any First Amendment rights, he argues that it is properly tailored to pass constitutional muster. The evidence that the parties have proffered in this case and on which this opinion relies shows that social media has become increasingly salient in modern life. Definitions of social media vary, but generally the term refers to websites, digital applications, and the like that allow users to “self-present,” interact with one another, generate content, and consume content published by others. U.S. Surgeon General’s Advisory, Social Media and Youth Mental Health (2023), Yost Mot. Summ. J. Ex. B [hereinafter Surgeon General], R. 42-2, PageID #510. Social media uptake is pervasive. Approximately 95% of teenagers aged 13 to 17 use it. Id. at PageID #493. Data from 2021 reflected that eighth and tenth-graders used social media three and a half hours per day on average. Id. at PageID #496. One study reported “that, as of 2022, nearly half of adolescents reported being online ‘almost constantly,’ up from 24% in 2015.” Raffoul et al., Social Media Platforms Generate Billions of Dollars in Revenue from U.S. Youth: Findings from a Simulated Revenue Model, PlosOne (Dec. 27, 2023), Yost Mot. Summ. J. Ex. A [hereinafter Raffoul], R. 42-1, PageID #482. The popularity of those platforms seems to come at a cost, as evidence has connected them to deleterious effects on children’s mental health. Id. For young people, who are at a pivotal stage in cognitive development, social media has been linked to issues with sleep, anxiety, body dysmorphia, depression, and bullying. Id.; Surgeon General, PageID #495–96. Social media affects users through not only the substantive content to which it exposes them, but also “the amount of time [they] spend on platforms, . . . the activities and interactions social media affords, and the degree to which it disrupts activities that are essential for health like sleep and physical activity.” Surgeon General, PageID #494. Features such as “[p]ush notifications, autoplay, infinite scroll, quantifying and displaying popularity (i.e., ‘likes’), and algorithms that leverage user data to serve content recommendations . . . maximize engagement.” Id. at PageID #498. Some research has suggested that social media use may have physiological effects like those from substance and gambling addictions. Id.  No. 25-3371 NetChoice, LLC v. Yost Page 4 Young people are biologically and psychologically more vulnerable to those dangers than adults. See Am. Psych. Ass’n, Potential Risks of Content, Features, and Functions: A Closer Look at the Science Behind How Social Media Affects Youth 1–3 (2024). While much of the evidence currently available establishes only correlation, some experiments have signaled that social media is a driver of psychological harm to minors. See Zara Abrams, Instagram’s Effects on Mental Health, Monitor on Psychology, Mar. 2022, at 32. And while social media may “benefit[ ]some children and adolescents, there are ample indicators that social media can also have a profound risk of harm to the[ir] mental health and well-being . . . .” Surgeon General, PageID #493. The record additionally reflects that social media imperils children by exposing them to sexual and financial predators. North Aff., Yost Mot. Summ. J. Ex. D, R. 42-4, PageID #529– 30; Surgeon General, PageID #498. Research shows that a significant number of minors using social media interact with adult strangers and experience sexual solicitation from, grooming by, and confidential relationships with those strangers. Parisa Rezaee Borj et al., Online Grooming Detection: A Comprehensive Survey of Child Exploitation in Chat Logs, Knowledge-Based Sys., Jan. 2023, Yost Mot. Summ. J. Ex. H, R. 42-8, PageID #594. Minors’ attachment to social media is no accident. Social media operators design their sites to hold users’ attention for as long as possible. See Abrams, supra, at 30; Mark D. Griffiths, Adolescent Social Networking: How Do Social Media Operators Facilitate Habitual Use?, 36 Educ. & Health 66, 68 (2018); Julian Morgans, The Secret Ways Social Media Is Built for Addiction, Vice (May 17, 2017, 11:09 PM), https://perma.cc/W3X6-GNX3; Raffoul, R. 42-1, PageID #483. Young eyes on screens are highly profitable in terms of advertising revenue. A study from 2023 estimated that Facebook, Instagram, Snapchat, TikTok, Twitter, and YouTube, collectively, earn $11 billion in revenue from advertising directed to U.S. children between 0 and 17 years of age and $2 billion in revenue from advertising directed to those 0 to 12 years of age. Raffoul, R. 42-1, PageID #484. Across Snapchat, TikTok, and YouTube, “30– 40% of the advertising revenue” was “attributable to young people.” Id. To capitalize on users’ engagement, social media companies leverage “personalized computational advertising to match users’ specific demographics and usage patterns with  No. 25-3371 NetChoice, LLC v. Yost Page 5 advertisers’ financial interests[,]” raising “ ethical concerns regarding the amount of data . . . require[d] from vulnerable users, such as youth.” Id. at PageID #483; see also Testimony of Tim Kendall, Chief Exec. Officer, Moment, Hearing on “Mainstreaming Extremism: Social Media’s Role in Radicalizing America” Before the Subcomm. on Consumer Prot. & Com. of the H. Comm. on Energy & Com., 116th Cong. (2020) (“[W]e sought to mine as much human attention as possible and turn into historically unprecedented profits . . . [by] t[a]k[ing] a page from Big Tobacco’s playbook, working to make our offering addictive at the outset.”); Mike Allen, Sean Parker Unloads on Facebook: “God only Knows What it’s Doing to Our Children’s Brains,” Axios (Nov. 9, 2017), https://perma.cc/C4JF-FQB8 (quoting founding president of Facebook as stating that “the thought process” of the architects of social media applications was “consciously” to “consume as much of your time and conscious attention as possible” and “exploit[] a vulnerability in human psychology”). Yost posits that social media companies’ ability to profit from minors’ engagement depends in part on those minors’ assent to certain terms and conditions precedent to creating user accounts. For example, Facebook’s Terms of Service include permissions from the user for Facebook to “to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of [the user’s] content . . . .” Terms of Service, Meta (Jan. 1, 2025), https://perma.cc/9AVV-4B4W. They also provide that Meta may “use [the user’s] name and profile picture and information about actions [the user has] taken on Facebook next to or in connection with ads, offers, and other sponsored or commercial content . . . .” Id. They disclaim all liability. Id. And they require users to submit to personal jurisdiction in the U.S. District Court for the Northern District of California and San Mateo County state court, while reserving the right for Meta to bring a claim in any competent court with jurisdiction. Id. NetChoice “is a national trade association of online businesses that share the goal of promoting free speech and free enterprise on the Internet.” Szabo Decl. Supp. Pl.’s Mot. TRO & Prelim. J., R. 2-1, PageID #64. Its members (the Members) comprise a broad array of popular websites, including: Airbnb, Alibaba.com, Amazon.com, AOL, Dreamwidth, eBay, Etsy, Expedia, Fluid Truck, Google, HomeAway, Hotels.com, Lime, Lyft, Meta, Nextdoor, Oath, OfferUp, Orbitz, PayPal, Pindrop, Pinterest, Snap Inc., StubHub, Swimply, TikTok, TravelTech, Travelocity,  No. 25-3371 NetChoice, LLC v. Yost Page 6 Trivago, Turo, Verisign, VRBO, VSBLTY, Waymo, Wing, X (formerly known as Twitter), and Yahoo!. Id. According to NetChoice, some Members’ sites are considered social media sites and others are not. Many Members “have developed content-moderation policies and other safeguards to protect minors online[,]” such as limiting account creation to users 13 years of age or older, moderating the content that minors encounter on the platforms, limiting user speech that Members consider harmful, and offering tools to parents and guardians to control what their children can access. Id. at PageID #66. On July 4, 2023, the governor of Ohio signed the Act into law. Section (A)(1) defines an Operator as: any business, entity, or person that operates an online web site, service, or product that has users in this state and that allows those users to do all of the following: (a) Interact socially with other users within the confines of the online web site, service, or product; (b) Construct a public or semipublic profile for the purpose of signing into and using the online web site, service, or product; (c) Populate a list of other users with whom an individual shares or has the ability to share a social connection within the online web site, service, or product; (d) Create or post content viewable by others, including on message boards, chat rooms, video channels, direct or private messages or chats, and a landing page or main feed that presents the user with content generated by other users. Parental Notification by Social Media Operators Act (the Act) § (A)(1), H.B. 33, 135th Gen. Assemb., Reg. Sess. (Ohio 2023) (codified at Ohio Rev. Code § 1349.09(A)(1)). Basically, the Act covers any site that allows users in Ohio to interact socially with one another, build profiles, accumulate social connections, and create or post content that one another can view. Section (B) of the Act institutes requirements for any such “operator of an online web site, service, or product that targets [] or is reasonably anticipated to be accessed by [unemancipated] children” under the age of 16 (Children),1 (a Covered Operator). Ohio Rev. Code §§ 1349.09(A)(2), (B). Section (C) of the Act provides an optional list of 11 factors to assist in the inquiry of whether a site targets or is reasonably anticipated to be accessed by Children, namely: 1 Where this opinion refers to “Children,” capitalized, it refers to Children as defined by the Act: unemancipated children under the age of 16. Where it uses the lower-case term “children,” it refers to children as commonly understood. That guideline does not apply to quoted material, which reflects the capitalization that appears in the relevant source.  No. 25-3371 NetChoice, LLC v. Yost Page 7 (1) Subject matter; (2) Language; (3) Design elements; (4) Visual content; (5) Use of animated characters or child-oriented activities and incentives; (6) Music or other audio content; (7) Age of models; (8) Presence of child celebrities or celebrities who appeal to children; (9) Advertisements; (10) Empirical evidence regarding audience composition; and (11) Evidence regarding the intended audience. Id. § 1349.09(C). Sections (N) and (O) then exempt from the Act’s coverage any site for which (1) “the predominant or exclusive function is: (a) Cloud storage or cloud computing services; (b) Broadband internet access services; [or] (c) Search engine services”, id. § 1349.09(N); or (2) “interaction between users is limited to” either reviewing and commenting on reviews of commercial products or “[c]omments incidental to content posted by an established and widely recognized media outlet, the primary purpose of which is to report news and current events[,]” id. § 1349.09(O). The Act requires a Covered Operator to: (1) “[o]btain verifiable consent for any contract with a child . . . from the child’s parent or legal guardian using any of [several listed] methods”; (2) “[p]resent to the child’s parent or legal guardian a list of the [Operator’s site’s] features . . . related to censoring or moderating content”; (3) provide the parent or guardian a link to review those features at a later time; (4) confirm or verify the parental consent by written mail or telephone; and (5) in the absence of parental consent, “deny the child access to or use of the [site.]” Id. §§ 1349.09(B), (D), (E). The Act provides that “[t]he attorney general shall investigate any noncompliance with this section in the same manner . . . as in section 1349.191 of the Revised Code.” Id. § 1349.09(G). Section 1349.191, in turn, provides, “The attorney general may conduct an investigation if the attorney general, based on complaints or the attorney general’s own inquiries, has reason to believe” an entity is noncompliant. Id. § 1349.191(B). In that investigation, “the attorney general may administer oaths, subpoena witnesses, adduce evidence, and subpoena the production of any book, document, record, or other relevant matter.” Id. § 1349.191(C). If the subject of such a subpoena fails to cooperate, the court of common pleas may issue orders compelling compliance with the subpoena, adjudging the subpoenaed entity in contempt of court,  No. 25-3371 NetChoice, LLC v. Yost Page 8 or granting injunctive or other relief. Id. § 1349.191(F). The court additionally may impose a civil penalty on an entity that violates such an order. Id. § 1349.191(G). “If it appears that an operator . . . failed to comply with [the Act], the attorney general has the exclusive authority to bring a civil action . . . for appropriate relief including a temporary restraining order, preliminary or permanent injunction, and civil penalties.” Id. § 1349.09(H). Then, “[i]f a court finds that an operator . . . entered into a contract with a child without consent of the child’s parent or guardian, as required by this section, the court shall impose a civil penalty” of up to $1,000 for each of the first 60 days of noncompliance, up to $5,000 for each subsequent day of noncompliance up to the 90th day, and up to $10,000 for each subsequent day of noncompliance after that. Id. § 1349.09(I). A noncompliant Covered Operator is additionally liable for the Attorney General’s investigation and litigation costs. Id. § 1349.09(K). The Attorney General must give notice before commencing a civil action only if the subject Covered Operator is in “substantial compliance[,]” in which case the noticed Covered Operator has 90 days to cure the violation and document the measures it has taken to prevent future violations. Id. § 1349.09(M). The Act took effect on January 15, 2024. Am. Sub. H.B. 33 § 803.380, 135th Gen. Assemb., Reg. Sess., 2023 Ohio Laws File 8. On January 5, 2024, NetChoice filed a complaint in the U.S. District Court for the Southern District of Ohio, under 42 U.S.C. § 1983 and 28 U.S.C. § 2201, suing Defendant Yost in his official capacity as the Attorney General of Ohio. NetChoice claimed that the Act was unconstitutional because it “imposes blanket parental-consent requirements for minors to access and engage in all manner of protected speech across a wide swath of websites[,]” might deter potential users from creating accounts, discriminates among Operators based on the content of their speech, and is unconstitutionally vague. Compl., R. 1, PageID #3. NetChoice sought declaratory relief, an injunction prohibiting enforcement of the Act against NetChoice and its Members, and attorneys’ fees and costs. On the same day that NetChoice initiated the lawsuit, it moved the district court for a temporary restraining order and preliminary injunction prohibiting Yost from enforcing the Act  No. 25-3371 NetChoice, LLC v. Yost Page 9 against NetChoice’s Members. The district court granted both, finding NetChoice likely to succeed on its First Amendment and vagueness claims. NetChoice, LLC v. Yost, 711 F. Supp. 3d 844, 856–59 (S.D. Ohio 2024); NetChoice, LLC v. Yost, 716 F. Supp. 3d 539, 560–62 (S.D. Ohio 2024). The parties agreed to forego discovery and cross-moved for summary judgment. On April 16, 2025, the district court entered judgment in favor of NetChoice and enjoined enforcement of the Act entirely. NetChoice, LLC v. Yost, 778 F. Supp. 3d 923, 959 (S.D. Ohio 2025). It held that NetChoice had prudential standing to assert the rights of Children in Ohio who use or might use Member sites (Children Users). Id. at 946. The court decided that any conflicts between NetChoice and Children Users did not pertain to “the right of minors to access social media platforms without obtaining parental consent.” Id. at 944. The district court additionally held that the Act was facially unconstitutional because “in every application to a covered website, the Act raises the same First Amendment issues.” Id. at 947. The Act, the district court concluded, implicated protected speech, id. at 950, was content-based, id. at 953– 54, required parental consent for Children to access constitutionally protected and non-obscene content, id.at 954–55, failed strict scrutiny, id. at 957, and was unconstitutionally vague, id. at 957–58. Therefore, NetChoice succeeded on the merits. Finding the other requirements for a permanent injunction satisfied, the district court awarded NetChoice that relief. Id. at 959. Yost appeals from that order and judgment. II. DISCUSSION Yost raises four issues on appeal. He contends that (1) NetChoice lacks prudential standing to assert the rights of Members’ Children Users; (2) the district court should not have granted summary judgment in favor of NetChoice on its First Amendment facial challenge; (3) the district court should not have granted summary judgment in favor of NetChoice on its vagueness challenge; and (4) the district court’s relief was overly broad because it invalidated the entire law and enjoined enforcement universally. NetChoice disagrees in all respects, except that it does not meaningfully contest that an injunction against enforcement in this case should apply only to the covered Members.  No. 25-3371 NetChoice, LLC v. Yost Page 10 A. Standing The parties do not dispute that NetChoice has associational standing to bring this suit on behalf of its Members, but rather whether NetChoice may assert the rights of third-party Children Users. According to Yost, NetChoice does not meet the prudential requirements to represent the First Amendment rights of Children Users because of significant conflicts of interest between them. NetChoice responds that it does have standing to assert those rights because enforcement of the Act against Members would violate Children Users’ rights, third- party standing is permissive in the First Amendment context, and NetChoice’s and Children Users’ interests are aligned with respect to the issues in this case. i. Standard of Review This Court reviews a decision to grant summary judgment on the issue of standing de novo. Fenner v. Gen. Motors, LLC, 113 F.4th 585, 593 (6th Cir. 2024) (citing B & H Med., L.L.C. v. ABP Admin., Inc., 526 F.3d 257, 264 (6th Cir. 2008)). ii. Analysis Under Article III of the U.S. Constitution, federal courts’ jurisdiction is “limit[ed] . . . to ‘Cases’ and ‘Controversies.’” Susan B. Anthony List v. Driehaus, 573 U.S. 149, 157 (2014) (quoting U.S. Const. art. III, § 2). Standing doctrine derives from that limitation and reserves the judicial process for disputes among litigants as opposed to the kind of lawmaking attendant to the other branches of government. See id. Article III standing requires a plaintiff to present “(1) an injury in fact that is both (2) caused by the defendant’s conduct and (3) redressable by a favorable court decision.” Christian Healthcare Ctrs., Inc. v. Nessel, 117 F.4th 826, 842 (6th Cir. 2024) (citing Driehaus, 573 U.S. at 157–58). A party seeking summary judgment on the issue of standing must eliminate any genuine dispute of material fact regarding each element of standing. Kareem v. Cuyahoga Cnty. Bd. of Elections, 95 F.4th 1019, 1022 (6th Cir. 2024) (quoting Lujan v. Defs. of Wildlife, 504 U.S. 555, 561 (1992)). On appeal, the parties do not dispute whether NetChoice has the “irreducible constitutional minimum of standing” to bring this action on behalf of its Members, based on a theory of associational standing. Lujan, 504 U.S. at 560; see Ass’n of Am. Physicians & Surgeons v. U.S. Food & Drug Admin., 13 F.4th 531,  No. 25-3371 NetChoice, LLC v. Yost Page 11 537 (6th Cir. 2021) (stating the requirements for an organization to sue on behalf of its members). Therefore, we do not evaluate that theory in this case. In addition to the Article III requirements, courts have developed prudential limitations on standing, “as a tool of ‘judicial self-governance.’” See Prime Media, Inc. v. City of Brentwood, 485 F.3d 343, 349 (6th Cir. 2007) (quoting Warth v. Seldin, 422 U.S. 490, 500 (1975)). Among them is the general rule “preclud[ing] litigation in federal court . . . where instead of litigating ‘his own legal rights and interests,’ the plaintiff instead purports to ‘rest his claim to relief on the legal rights or interests of third parties.’” Id. (quoting Warth, 422 U.S. at 499). Generally, parties may not assert the rights of nonparties. Connection Distrib. Co. v. Reno, 154 F.3d 281, 295 (6th Cir. 1998). That principle is important both because it “frees the Court . . . from unnecessary pronouncement on constitutional issues [and] . . . premature interpretations of statutes in areas where their constitutional application might be cloudy” and “assures the court that the issues before it will be concrete and sharply presented.” Sec’y of State of Md. v. Joseph H. Munson Co., 467 U.S. 947, 955 (1984) (first quoting United States v. Raines, 362 U.S. 17, 22 (1960); and then citing Baker v. Carr, 369 U.S. 186, 204 (1962)). Moreover, the third-party rightsholders might have considered reasons for choosing not to assert their rights in court. See Singleton v. Wulff, 428 U.S. 106, 113–14 (1976) (plurality opinion) (“[I]t may be that in fact the holders of those rights [] do not wish to assert them . . . .”). For those reasons and because of the importance of “effective advocacy” for arriving at correct conclusions, courts should “construe legal rights only when the most effective advocates of those rights are before them.” Id. at 114; see also Kowalski v. Tesmer, 543 U.S. 125, 129 (2004) (“This rule assumes that the party with the right has the appropriate incentive to challenge (or not challenge) governmental action and to do so with the necessary zeal and appropriate presentation.” (citing Warth, 422 U.S. at 500)). But courts have made exceptions to that prudential rule. Connection Distrib., 154 F.3d at 295 (citing Edmonson v. Leesville Concrete Co., 500 U.S. 614, 629 (1991)). Third-party standing is one of them. “A litigant may raise a claim on behalf of a third party if the litigant can demonstrate that it has suffered a concrete, redressable injury, that it has a close relation with the third party, and that there exists some hindrance to the third party’s ability to protect his or her  No. 25-3371 NetChoice, LLC v. Yost Page 12 own interests.” Id. (citing Edmonson, 500 U.S. at 629). The litigant must have a relationship to the rightsholder “such that the litigant is an effective proponent of the rights of the third party . . . .” Id. (citing Singleton, 428 U.S. at 114–16 (plurality opinion)). Yost argues that NetChoice and Children Users do not share a sufficiently close relationship to warrant third-party standing because of a pertinent conflict of interest. NetChoice cannot effectively advocate on behalf of Children Users, he submits, because NetChoice and its Members are interested in exploiting minors’ engagement with Members’ sites regardless of what outcome is in the Children Users’ best interests. Yost is persuasive on that point. NetChoice has certainly argued for unfettered access to social media for minors. But the Act intends to mitigate harm to minors associated with increased use of social media and the lopsided contracts that NetChoice has minors execute before they may enjoy that access. Without Children Users present in the litigation, we cannot be sure that a well-informed, rational Child would reject the Act’s protections or advocate for precisely the same contours of First Amendment doctrine as NetChoice does. NetChoice leans on Virginia v. American Booksellers Association, 484 U.S. 383 (1988). NetChoice is correct that a litigant may bring a First Amendment overbreadth challenge that is based not on the litigant’s own injury but on “a judicial prediction or assumption that the statute’s very existence may cause others not before the court to refrain from constitutionally protected speech or expression.” Am. Booksellers, 484 U.S. at 392–93 (quoting Munson, 467 U.S. at 956–957). Given the unique concerns about freedom of expression that underlie the First Amendment, the Supreme Court has loosened the requirements for prudential standing in overbreadth challenges to allow a litigant to challenge the facial validity of a statute that might be applied constitutionally to the litigant. Broadrick v. Oklahoma, 413 U.S. 601, 612 (1973) (quoting Dombrowski v. Pfister, 380 U.S. 479, 486 (1965)). Such leniency in this setting is grounded in the idea that the harm of muting any protected speech outweighs the risk of permitting unprotected speech to proceed unrestrained. Id. The concern is the “possibility that, rather than risk punishment for [] conduct in challenging the statute, [a rightsholder] will refrain from engaging further in the protected activity” and therefore “[s]ociety as a whole [] would be the loser.” Munson, 467 U.S. at 956.  No. 25-3371 NetChoice, LLC v. Yost Page 13 But the case law does not establish a simplistic rule that wherever First Amendment overbreadth questions are concerned, they overshadow all other prudential considerations in the third-party standing analysis. American Booksellers acknowledged unique concerns that arise in a First Amendment challenge and gave courts leeway to factor those concerns into the balance, but the background motivations of the prudential standing doctrine do not evaporate because the claim derives from the First Amendment. Our sister circuit’s analysis in Amato v. Wilentz, 952 F.2d 742 (3d Cir. 1991), is helpful. In that case, the New Jersey Supreme Court’s Chief Justice blocked Warner Brothers from using state courthouses as a film set. 952 F.2d at 742. In exchange for permission to film, Warner Brothers had offered a $250,000 donation to the Courthouse Restoration Fund. Id. Essex County, home to one of the courthouses, sued the Chief Justice, claiming that he had violated Warner Brothers’ First Amendment rights. Id. The court of appeals held that Essex County lacked third-party standing to assert Warner Brothers’ First Amendment rights. Id. at 744. The court reasoned that the Supreme Court precedent on third-party standing had “(1) identif[ied] factors that are relevant to determining third party standing and (2) render[ed] an overall balance of factors dispositive.” Id. at 750. Those cases had not dictated bright-line, obligatory rules. Thus even where the relationship between the litigant and third party is “analogous” to the relationships in cases where the Supreme Court has found third-party standing, the “exception . . . should not apply [if] its assumptions do not hold.” Id. at 752. In Amato, the “critical assumption . . . —namely, an identity of interests—[did] not obtain.” Id. Warner Brothers might have decided against bringing legal action out of concern that the suit would fail and “create[e] an undesirable legal precedent[] or backfire in practice.” Id. at 753. “[A]lthough the County’s advocacy of its own interests ha[d] been quite competent and extremely vigorous, [the court] fear[ed] that the County may not have adequately advocated Warner Brothers interests” and thus was “disinclined to allow third party standing . . . .” Id. Amato did not confront an overbreadth challenge specifically, and the court merely speculated that “if Essex . . . had brought a challenge to the . . . system, the overbreadth cases might well counsel in favor of according third party standing.” Id. at 754. But that dictum also suggests  No. 25-3371 NetChoice, LLC v. Yost Page 14 that the cases might not so counsel. In some instances, an overbreadth claim might overcome the lack of an “identity of interests,” but not always. In this case, it cannot be predicted or assumed that the Act will chill constitutionally protected speech among minors in the manner contemplated in American Booksellers. In that case, booksellers challenged a statute that outlawed the commercial display of “visual or written material that ‘depicts sexually explicit nudity, sexual conduct or sadomasochistic abuse and which is harmful to juveniles’” where “juveniles [might] examine and peruse” it. Am. Booksellers, 484 U.S. at 386 (quoting Va. Code Ann. § 18.2–391(A)). The Court’s worry in that case was that the statute would chill protected conduct because adult book buyers “would be reluctant to enter an ‘adults only’ store or section of a store” as would be required under the statute. Id. at 389; see also Bates v. State Bar of Arizona, 433 U.S. 350, 380 (1977) (“The reason for the special rule . . . is [that] . . . First Amendment interests are fragile interests, and a person who contemplates protected activity might be discouraged by the in terrorem effect of the statute.”). In a sense, the hurdle of obtaining parental consent or the prospect of enhanced parental oversight might chill Children Users’ speech on social media. But that chill would appear to be different in kind. Minors are unlikely to be chilled from speaking their minds due to stigma or because the Act reflects a societal distaste for certain ideas. The Act therefore does not raise meaningful concerns about muting valuable protected discourse. That distinction weakens the call to set aside our prudential rules. As in Amato, even though the plaintiff seeks to assert the First Amendment rights of a non-party at the opposite end of a speech-related transaction, the lack of “an identity of interests” carries more weight. 952 F.2d at 752. We should not ignore the possibility that Children Users might independently decide against challenging the Act out of caution against generating unfavorable caselaw or perpetuating harm to themselves. NetChoice’s most vigorous advocacy for expansive First Amendment doctrine is not necessarily the most effective advocacy for Children Users’ interests. Even if a maximalist construction of the First Amendment right were entirely exploitative of and deleterious to minors, NetChoice would presumably still support it. Therefore, permitting NetChoice to challenge the facial validity of the Act based on Children Users’ First Amendment rights would be imprudent.  No. 25-3371 NetChoice, LLC v. Yost Page 15 I read Kowalski v. Tesmer, 543 U.S. 125 (2004), differently from Judge Batchelder and do not think that it negates the applicability of Amato to this case. First, Kowalski was not a First Amendment case, and its characterization of that area of law is dicta. Amato, meanwhile, was a First Amendment case. Second, Kowalski’s reference to third-party standing in First Amendment cases explains that the close relationship and hindrance requirements have been lessened in that context. 543 U.S. at 130. That statement is compatible with the use of a more fluid balancing approach in First Amendment cases. Kowalski’s reasoning would only render the burden higher for a party to establish third-party standing, so it would not affect the conclusion that under a looser standard, NetChoice loses. Referencing cases in which courts have permitted vendors to assert the rights of their customers, NetChoice argues that not all of a litigant’s interests must be aligned with the third party’s interests before the litigant may enjoy third-party standing. It says that the conflict analysis should “focus[] on the nature of the claim asserted.” NetChoice Br. 28 (citation omitted). That argument fails. First, while not any conflict of interest abrogates third-party standing, the unique conflict in this case connects distinctly to the right at issue. The claims and defenses in this case inextricably intertwine NetChoice’s financial and legal incentives with the significant potential harm to the Children rightsholders, all centered around the core third-party First Amendment right. The special profitability of minors’ social media habits is, conceivably, the cause of both the danger that Ohio has identified and NetChoice’s purported interest in the Children Users’ First Amendment rights. Second, the relationship between NetChoice and Children Users is not like typical vendor-customer relationships. The customer is not walking into a vendor’s shop to execute a one-off transaction. Yost has offered evidence that the transactions at issue involve lopsided and exploitative contracts that initiate enduring relationships in which Members seek to capture and hold Children Users’ attention for as long as possible, even if that engagement is harmful. To be clear, the dynamic before us, wherein the very issues in the case create serious tension between NetChoice and the Children Users’ interests, is sui generis. Hewing closely to the facts at hand, I do not expect that future cases in which speaker and platform are better aligned will result in the same outcome. The premise of t