This Site (and any associated Sites, including profiles hosted on Third-Party Social Media Sites) is operated by Hemslo Productions (hereafter referred to as “Hemslo,” “we,” or “us”). We provide Site users with access to content and services related to Faraway Holmes™, Hemslo, Adrian D. Holmes, and all other associated brands (“Brands”), music, images, text, data, and ancillary content (such content and services, collectively, the “Services”). Your use of the Site is governed by these Terms & Conditions (hereafter, “Terms”), regardless of how you access the Site, whether through the Internet or other means. The agreement of these Terms is between you and us.

I. APPLICATION & AMENDMENT OF TERMS

By using the Site, you agree to these Terms, and to any additional rules and guidelines that we post on the Site. Additionally, by using the Site, you affirm that you are of legal age to enter into the Agreement of these Terms or, if you are not of legal age, that you have obtained parental or guardian consent to enter into the Agreement of these Terms. 

We may amend the Terms periodically; we may notify you of such changes by any reasonable means, including by posting the revised version of these Terms on the Site. You can determine when we last amended these Terms by referring to the “REVISION DATE” legend above. Your use of the Site following any amendment to these Terms will constitute your acceptance of those changes; provided, however, any material change to these Terms shall not apply retroactively to any claim or dispute between you and us in connection with these Terms that arose prior to the “REVISION DATE” date applicable to that version of this Agreement in which we included such material change. We may, at any time, modify, or discontinue all or part of the Site.

II. JURISDICTION

The Site operates from the United States of America. Unless otherwise stated in these Terms, this Site is not intended to subject us to non-U.S. jurisdiction or laws. When accessing the Site, you do so at your own risk. As the user, you are solely responsible for complying with all laws, rules, and regulations pursuant to your location of access. We may limit a portion or the entirety of the Site’s availability to any person, geographic area, or jurisdiction we choose, at any time, and in our sole discretion.

III. WHAT HAPPENS TO YOUR INFO

Any information you provide us through the Site is regulated by our Privacy Policy (the “Privacy Policy”). By contrast, any personally identifiable information you provide to any third party (for example, a Provider, as defined in the applicable sections below) in connection with this Site, such third party’s collection, use, and disclosure of your information which you provide them may be governed by their own privacy policy, and not by the Terms or Privacy Policy published on this Site. We are not responsible for the collection, usage, and disclosure practices of third parties who may collect data from you, with or without your knowledge or express consent. Please understand that anytime you provide personally identifiable information to us via one of our Sites, with the intention of making said information publicly available, you provide such information at your own risk.

IV. CODE OF CONDUCT

When you use the Site, you agree to use it in a lawful manner; to respect the rights of others; and to avoid objectionable, defamatory, or disruptive behavior. Additionally, when using the Site, you will comply with the following Codes of Conduct (“Codes”).

» When using the Site, you will not post, transmit, or otherwise make available through, or in connection with, the Site:

• Anything that is or may be construed as (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express prior consent of the owner of such right.
• Any material that would give rise to criminal or civil liability, or that encourages conduct that constitutes a criminal offense; or that promotes or provides instructional content about illegal activities, including but not limited to “hacking” and other nefarious digital crimes.
• Any virus, trojan, spyware, malware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.
• Any unsolicited or unauthorized advertising, promotional materials, spam, or any other form of solicitation.

» When using the Site, you will not:

• Use the Site for any fraudulent or unlawful purpose.
• Use the Site to defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
• Impersonate any person or entity, including any of our (or our affiliates’) Artists, Agents, Brands, or Representatives; falsely state or misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or content created by you.
• Interfere with or disrupt the operation of the Site or the servers or networks—or violate any requirements, procedures, policies, or regulations of networks—used to make the Site available.
• Restrict or inhibit another person from accessing and/or using the Site (including by hacking or defacing any portion of the Site).
• Use the Site to solicit goods or services (physical or digital) without our express prior written consent.
• Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
• Remove any copyright, trademark, or other proprietary rights notice from the Site or from materials originating from the Site.

We may terminate your use of the Site for any behavior(s) listed above, or for any currently unlisted behavior that we deem inappropriate. Such grounds for individual termination of Site access shall include, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Site).

V. REGISTRATION

You may need to register to use any part(s) of the Site. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Site account.

VI. SUBMISSIONS

The following are our provisions regarding our collection, storage, and use of user submissions.

1. General Conditions: The Site may contain areas where you can post information and materials, including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, data, files, links and other materials (each, a “Submission”). For purposes of clarity, you retain ownership of any Submissions that you post, subject to the terms and conditions of this Agreement (including the license grant in Section 6(b) below).
   ‍
2. License Grant: For each Submission that you post, you hereby grant to us and our affiliates (including without limitation, Hemslø Productions, and—collectively—our “Affiliates”) a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to:
   ‍
   (i) reproduce, distribute, transmit, communicate to the public, perform, and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use such Submission, in any format or media now known or hereafter developed, on, or in connection with the Site or any of our (or our Affiliates’) similar services or products (e.g., any web sites, and any desktop, mobile, or other applications, widgets, or APIs) (such services or products, collectively, the “Site-Related Services”);
   ‍
   (ii) exercise all trademark, publicity, and other proprietary rights with regard to such Submission;
   ‍
   (iii) use your name, photograph, voice, likeness, and other biographical information provided by you in connection with your Submission for any promotional or other business purposes related to the Site or the Site-Related Services, in each case, in connection with your Submission; and
   ‍
   (iv) use your Submission (including the contents thereof) for any promotional or other business purposes related to the Site, the Site-Related Services, Artist(s), and Brands. For the purpose of clarification, nothing in this Agreement shall be deemed to authorize you to incorporate into any Submission any content or material owned by us, our Affiliates, or our respective artists (“Artists”), brands (“Brands”), or representatives (“Representatives”) and licensors and service providers (collectively, “Providers”). If you do not wish to grant the rights granted in this Section VI, do not post any submissions on the site.
   ‍
3. Disclaimers: It is possible that Site visitors will post information or materials on the Site that are wrong or misleading, or that otherwise violate these Terms. We—along with our Affiliates and our respective Artists, Brands, Representatives, and Providers—do not endorse and are not responsible for any information or materials made available through the Site or your use of such information or materials. All Submissions will be deemed to be non-confidential and may be used by us (i) without any confidentiality or other non-disclosure obligations, and (ii) without attribution to you or any third party. We reserve the right, in our sole discretion and at any time, to set limits on the number and size of any Submissions that may be posted on the Site or the amount of storage space available for Submissions.
   ‍
4. Acknowledgement: You hereby acknowledge and agree that:‍ (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, including, without limitation, the ability to participate in activities on the Site and the possibility that publicity or favorable exposure may arise from our, or our Affiliates’, use of such Submission(s) or any derivative works incorporating or embodying such Submission; and‍ (ii) you are not entitled to any further compensation for any use or exploitation of your Submission(s) by us or our Affiliates or any other party (including, without limitation, our or our Affiliates’ Artists, Brands, Representatives, and Providers) pursuant to the rights in such Submission that have been granted hereunder and/or that are available under applicable law.
   ‍
5. Representations and Warranties: You hereby represent and warrant that: (i) you have the legal right and authority to enter into the agreement of these Terms; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission(s) that you post, and to grant the rights and licenses set forth herein; (iii) regarding any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iv) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission(s) that you post, to use such individual’s name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by the Agreement, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release, and/or permission from such individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases, and/or permissions upon our request); (v) any Submission that you post, and the use thereof by us, our Affiliates, and our and their respective designees (including, without limitation, our and their respective Artists, Brands, Representatives, and Providers), do not and shall not infringe upon or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (vi) any Submission that you post is not confidential and does not contain any confidential information; and (vii) in creating, preparing, and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including, without limitation, our Rules of Conduct), and regulations and (B) have not violated, and will not violate, any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party).

If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information (such as the individual’s name or address) within such Submission.
‍

1. Waiver; Further Assurances; Indemnity: To the extent permitted under applicable law, you agree to forever release, discharge, and waive all claims against us, our Affiliates, and our and their respective Artists, Brands, Representatives, and Providers from, and covenant not to initiate, file, maintain, or proceed upon any suit, claim, demand, or cause of action against us, our Affiliates, and our and their respective Artists, Brands, Representatives, and Providers with respect to, any and all claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements, and expenses (including, without limitation, reasonable attorneys’ fees) that relate in any way to these Terms, and/or the use of any Submission in a manner consistent with the rights granted under these Terms, including, without limitation, any claim for idea misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive any and all rights that you may have under laws worldwide that concern “moral rights,” or “droit moral,” or similar rights, in connection with any Submission that you post (and you hereby represent and warrant that you have obtained clear, express written waivers from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time, we may request that you: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and our Affiliates to obtain the full benefits of these Terms and any licenses granted by you hereunder, and (ii) execute a non-electronic hard copy of these Terms.

Without limiting any other provision herein, you agree to indemnify us, our Affiliates, and our and their respective Artists, Brands, Representatives, and Providers as further set forth herein.
‍

1. No Obligation to Use: For the purpose of clarification, it shall be in our sole discretion whether or not to exercise any right granted to us pursuant to these Terms. Furthermore, we shall have no obligation to use or otherwise exploit any Submission that we receive.
   ‍
2. Unsolicited Submissions: Notwithstanding anything to the contrary in these Terms, we and our Affiliates do not accept, invite, or consider unsolicited submissions of ideas, proposals, or suggestions (“Unsolicited Submissions”), whether related to the Site, our Products, or otherwise. We do not treat Unsolicited Submissions as confidential, and any such Unsolicited Submission will become our, or our Affiliates,’ sole property. We and our Affiliates have no obligations with respect to Unsolicited Submissions, and may use them for any purpose whatsoever, without compensation to you or to any other person.
   ‍
3. Monitoring: We may, but have no obligation to: (a) monitor, evaluate, or alter Submissions before or after they appear on the Site; (b) seek to verify that all rights, consents, releases, and permissions in or relating to such Submission have been obtained by you in accordance with your representations above; (c) refuse, reject, or remove any Submission at any time or for any reason (including, without limitation, if we determine, in our sole discretion, that all rights, consents, releases, and permissions have not been obtained by you despite your representations above). If such determination has been made by us, you agree to cooperate with us in our verification or inquiries related to the Submission(s) in question.

We may disclose any Submissions, as well as the circumstances surrounding their transmission, to anyone for any reason or purpose, and in accordance with our Privacy Policy.

If you become aware of any unlawful, offensive, or objectionable material(s) on the Site (except for material that infringes copyright, which is addressed in Section 23 below), contact us at development@adriandholmes.com with your name and address, a description of the material(s) at issue, and the URL or location of such materials.

VII. PRODUCTS

All rights in any products available through the Site, such as music, ring tones, SMS tones, images (e.g., screen savers), video, artwork, text, software, and other copyrightable materials (collectively, the “Products”) are owned by us, our Affiliates, and/or our (or their) licensors. If a separate agreement provided by us or an Affiliate governs a particular Transaction (as defined in Section 9 below) or Product, or your use of a particular Product, and the terms of such separate agreement conflict with the terms of this Agreement, the terms of such separate agreement will govern such transaction or use.

Subject to your compliance with the conditions of these Terms, and any other applicable terms and conditions imposed by us, our Affiliates, and/or our licensors, you have a limited right to use those Products that you purchase or access through the Site solely for your personal, noncommercial use, in accordance with the terms and conditions of these Terms and any other terms and conditions that may apply to such Products, which right you cannot sublicense to others.

Any burning or exporting capabilities, if any, of any Product shall not constitute a grant or waiver of any of our rights, or those of any copyright or other rights owners in such Product, any other Product, or any content, sound recording, underlying musical composition, artwork, or other copyrightable matter embodied in or associated with such Product or any other Product. You understand that the Site and the Products may include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us, our Affiliates, and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set forth below.

Unless we expressly provide otherwise, all Transactions, all Products, and ultimately your use of such Products are subject to these Terms.

VIII. PURCHASES

If you wish to purchase any Products made available through the Site (each such purchase, a “Transaction”), you may be asked to supply certain information in connection with such Transaction, including—without limitation—your credit card number or other payment account number (for example, your wireless account number), your billing address, and your shipping information. By initiating a transaction, you represent and warrant that you (A) are eighteen (18) years of age or older, and (B) have the legal right to use the form and method of payment selected by you. By submitting such information, you grant us the right to use such information in accordance with our Privacy Policy, including, without limitation, by providing such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

Descriptions and images of, and references to, Products on the Site do not imply our endorsement of such Products. Except to the extent prohibited by applicable law, we reserve the right, with or without prior notice, to change such descriptions, images, and references; to limit the available quantity of any Product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code, or other similar promotions; to bar any user from making any or all Transaction(s); and/or to refuse to provide any user with any Product.

Price and availability of any Product offered through the Site are subject to change without notice. In the event that a Product is listed at an incorrect price or with other incorrect information, we have the right to refuse or cancel any Transaction for such Product. You shall pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges, and any applicable network, data or other charges in respect of mobile downloads. In addition, you remain responsible for any taxes (including, if applicable, VAT and/or any import duties) that may be applicable to your Transaction(s).

IX. DIGITAL TRANSACTIONS

We, or our third party designees, may automatically process charges against your selected payment method on the receipt page or when we provide you with a “Download Now” link. We, or our third party designees, will inform you if all or any portion of your order is canceled or if additional or different information is required to accept your order.

X. REFUNDS

Except to the extent applicable law provides otherwise, all sales through the Site are final, and all charges from those sales are nonrefundable, except as otherwise expressly set forth in these Terms.

XI. PRODUCT DELIVERY

Except to the extent prohibited by applicable law, we reserve the right to change Product delivery options without notice. On occasion, technical and other problems may delay or prevent delivery of a particular Product. Except to the extent that applicable law provides otherwise, your sole and exclusive remedy with respect to any Product that is not delivered within a reasonable period will be either replacement of such Product or a refund of the purchase price paid for such Product, as determined by us in our sole discretion.

XII. PRODUCT COMPATIBILITY REQUIREMENTS

You acknowledge that use of our Products requires other hardware and software tools (e.g., in the case of full permanent audio downloads, for making copies of Products on physical media and rendering performance of Products on authorized digital player devices), and that such hardware and software, including, without limitation, all charges therefor, are your sole responsibility. To the extent permissible under applicable law, we, our Affiliates and our (and their) Artists, Brands, Representatives, or Providers shall not be responsible or liable for the loss or damage of any Product. Except to the extent prohibited by applicable law, we reserve the right to change at any time, with or without prior notice to you, the software or hardware required to download, transfer, copy, and/or use or limit the use of any Products.

XIII. RULES FOR PROMOTIONS

Any sweepstakes, contests, raffles, or other promotions (collectively, “Promotions”) made available through the Site may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will apply.

XIV. OUR PROPRIETARY RIGHTS

We, our Affiliates, and our respective licensors and suppliers own the information and materials made available through the Site. Such information and materials are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on, all or any part of the Site or any information or materials made available through the Site.

We, our Affiliates, and/or our respective licensors or suppliers own the trade names, trademarks, and service marks on the Site, including without limitation, Hemslø Productions, the now-defunct Skip Wilson Media, and any associated brands and logos. All trademarks and service marks on the Site not owned by us or our Affiliates are the property of their respective owners. You may not use our trade names, trademarks, and service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any license or right to use any trade names, trademarks, or service marks without express prior written consent of the owner.

Please note that unauthorized use of any service or product, including—without limitation—any software used by the services, may subject you to civil and criminal penalties (including, without limitation, possible monetary damages), including, without limitation, for copyright infringement.

XV. THIRD PARTY APPLICATIONS

The Site may include third party software applications and services (or links thereto) that are made available by our Providers (“Third Party Applications”).

Because we do not control Third Party Applications, you agree that neither we nor our Affiliates, nor our respective Artists and Representatives, are responsible or liable for any Third Party Applications, including the performance, accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Applications or their use. We have no obligation to monitor Third Party Applications, and we may remove or restrict access to any Third Party Applications (in whole or part) from the Site at any time.

The availability of Third Party Applications on the Site does not imply our endorsement of, or our affiliation with any Provider of, such Third Party Applications. Furthermore, your use of Third Party Applications may be governed by additional terms and conditions that are not set forth in these Terms or our Privacy Policy (for example, terms and conditions that are made available by Providers themselves in connection with Third Party Applications). These Terms do not create any legal relationship between you and Providers with respect to Third Party Applications, and nothing in these Terms shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Artists, Brands, Representatives, or Providers, with respect to any Third Party Application.

The Site may incorporate certain functionality that allows, via the system or network of which the Site is a component, the routing and transmission of, and online access to, certain digital communications and content made available by third parties (“Third Party Content”). By using such Site functionality, you acknowledge and agree that you are directing us to access and transmit to you Third Party Content associated with such functionality.

Because we do not control Third Party Content, you agree that we are neither responsible nor liable for any Third Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content. We have no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the Site at any time.

Your access to or receipt of Third Party Content via the Site does not imply our endorsement of, or our affiliation with any provider of, such Third Party Content. Furthermore, your use of Third Party Content may be governed by additional terms and conditions that are not presented in these Terms or our Privacy Policy (for example, terms and conditions that are made available by the providers of such Third Party Content). These Terms do not create any legal relationship between you and the providers of such Third Party Content with respect to such Third Party Content, and nothing in this Agreement shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Artists, Brands,  Representatives, or Providers, with respect to any Third Party Content.

XVI. LIMITATIONS OF LIABILITY AND DISCLAIMERS

The site and all goods, services, products, Third Party Applications, Third Party content, information, and materials made available through the Site are provided to you “as is” without any express representations or warranties of any kind, and we, our affiliates, and our respective Artists, Brands, Representatives, and Providers disclaim all statutory or implied representations, warranties, terms and conditions with respect to the Site and all goods, services, products, Third Party Applications, Third Party content, information, and materials made available through the Site, including the representations and warranties of satisfactory quality, merchantability, fitness for a particular purpose, noninfringement and title. (Certain Providers may separately provide limited representations and/or warranties regarding their Third Party Applications; please check with such Providers for further information.)

We make no representation or warranty that the site (or any part thereof), or any goods, services, products, Third Party Applications, Third Party content, information, or materials made available through the Site is or will be accurate, complete, error-free, or compatible with any particular software or hardware. Additionally, we make no representation or warranty that any software, hardware, equipment, or other device or system using the Site or any goods, services, products, Third Party Applications, Third Party content, information, or materials made available through the Site will function in any manner.

You hereby agree that it is your sole responsibility to (a) obtain and pay for any software, hardware or services (including internet connectivity) needed to use the Site and (b) ensure that any software, hardware, equipment, devices, systems, or services that you use will function correctly with the Site and any goods, services, products, Third Party Applications, Third Party content, information, or materials made available through the Site.

You agree that you must evaluate, and that you bear all risks associated with, the use of the Site, including any reliance on the accuracy, completeness, or usefulness of any Third Party Applications, Third Party content, information, or materials made available through the Site.

We, our Affiliates, and our respective Artists, Brands, Representatives, and Providers will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind in connection with the site, nor for any damages for loss of profits, loss or interruption of business, loss of use, loss of data, loss of other intangibles, loss of security of information you have provided in connection with your use of the Site (including, without limitation, in connection with your use or receipt of any Third Party Applications or Third Party content), or unauthorized interception of any such information by Third Parties, even if advised in advance of such damages or losses. Further, we, our Affiliates and our respective Artists, Brands, Representatives, and Providers will not be liable for damages of any kind resulting from your use of the Site or from any Third Party Applications, Third Party content, information, or materials on the Site.

Your sole and exclusive remedy for dissatisfaction with the Site is to stop using the Site. Our maximum liability for all damages, losses and causes of action, whether in contract, tort (including, without limitation, negligence), or otherwise shall be the total amount paid by you to us to access and use the Site. It is possible that applicable law may not allow for limitations on certain implied warranties or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

XVII. SITE SECURITY NOTICE

While we try to maintain the security of the Site, we do not guarantee that the Site or any Third Party Applications will be secure, nor do we guarantee that any use of the Site or any Third Party Applications will be uninterrupted. Additionally, third parties may make unauthorized alterations to the Site or any Third Party Applications. If you become aware of any unauthorized third party alterations to the Site, contact us at development@adriandholmes.com with a description of the material(s) at issue and the URL or location of such materials.

XVIII. INDEMNITY

By using the Site, you agree to defend, indemnify, and hold harmless us, our Affiliates, and our and their respective Artists, Brands, Representatives, and Providers, from and against all claims, losses, costs, and expenses (including attorney’s fees) arising out of: (a) your use of, or activities in connection with, the Site; (b) any violation of this Agreement by you; (c) any use or other exploitation, or failure or omission to use or otherwise exploit, any Submission (including any portion thereof) that you post; or (d) any claim that your Submission or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including without limitation past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity or violation of rights related to the foregoing.

Any exception to this provision are only to the extent prohibited by applicable law.

XIX. TERMINATION

This Agreement is effective until terminated. We may, at any time and for any reason, terminate your access to or use of: (a) the Site, (b) your user name and password or (c) any files or information associated with your user name and password. If we terminate your access to the Site, you will not have the right to bring claims against us, our Affiliates, or our respective Artists, Brands, Representatives, and Providers with respect to such termination.

We, and our Affiliates, and our respective Artists, Brands, Representatives, and Providers, shall not be liable for any termination of your access to the Site, or to any such information or files, and shall not be required to make such information or files available to you after any such termination. We may take steps that we deem appropriate to enforce or verify compliance with any part of these Terms (including our right to cooperate with any legal process relating to your use of the Site, any Products, or any third party claim that your use of the Site or Products is unlawful or infringes such third party’s rights).

XX. GOVERNING LAW & DISPUTE RESOLUTION

You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of the State of Florida, U.S.A., without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in Land O’ Lakes, Florida, U.S.A., and waive any jurisdictional, venue, or inconvenient forum objections thereto.

You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement.

You agree that any unauthorized use of the Site, the Products, or any related software or materials, or any Third Party Applications, would result in irreparable injury to us, our Affiliates, or our respective Artists, Brands, Representatives, and Providers for which money damages would be inadequate, and in such event we, our Affiliates, or our respective Artists, Brands, Representatives, and Providers, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you.

Nothing contained in this section or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that we, our Affiliates, or our respective Artists, Brands, Representatives, and Providers may have under separate legal authority, including, without limitation, any claim for intellectual property infringement.

XXI. CONTENT FILTERING

Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. Information about how to protect your child’s privacy online is available at: http://onguardonline.gov/ ➜. Please note that we do not endorse any products or services listed at this site.

XXII. NOTICE TO CALIFORNIA USERS

In accordance with California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please feel free to contact us via e-mail at development@adriandholmes.com. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

XXIII. CLAIMS OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or disable access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ ➜ for details. Notices and counter-notices should be sent to: development@adriandholmes.com (We suggest that you consult your legal advisor before filing a notice or counter-notice.)

XIV. CONTACT US

If you have any questions regarding the meaning or application of this Agreement, please direct such questions to development@adriandholmes.com. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us.

XV. MISCELLANEOUS

These Terms do not create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and us. If any provision of these Terms is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

This Agreement hereby incorporates by this reference any additional terms that we post on the Site (including, without limitation, our Privacy Policy) and, except as otherwise expressly stated herein, these Terms compile the entirety of the agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter.

Notices to you may be made via posting to the Site, by e-mail, or by regular mail, in our discretion. We may also provide notice of changes to these Terms or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of these Terms,and of any notice given in electronic form, shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

We will not be responsible for failure to fulfill any obligation due to causes beyond our control.

Except as expressly set forth in the following sentence, nothing in these Terms, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations, or liabilities. Notwithstanding the previous sentence, you agree that our Affiliates and our and their respective Artists, Brands, Representatives, and those Providers who are content owners and service providers from whom we have obtained a license or other rights to use their content and services, as applicable, in connection with the Site, are third-party beneficiaries in accordance with these Terms, with the right to enforce the provisions of these Terms that directly apply to such parties. Notwithstanding the immediately preceding sentence, our right to enter into, rescind, or terminate any variation, waiver, or settlement under this Agreement is not subject to the consent of any Third Party.