TERMS AND CONDITIONS      

The policies below are applicable to any and all Record Our Seniors Media owned or operated brands, websites, applications, or other services, and each of their respective affiliates, parents, subsidiaries, licensees, websites, and assigns (collectively hereinafter referred to, alternatively, as “Record Our Seniors Media,” the “Site,” “we,” “us,” “our” or similar identifying pronouns), including but not limited to, the websites located at www.Record Our SeniorsMedia.com, its operational host Record Our Seniors Technologies, Inc., www.brianhillonline.com, , and our video streaming service that provides live and time-shifted programming delivered over the Internet via applications on consumer devices, including but not limited to, desktop computers, mobile phones, tables and connected television devices that link to or references these Terms of Service (collectively, with the Site, the "Services"). Please read these Terms of Service carefully to ensure your legal, safe, and enjoyable use of the Site. They contain the legal terms and conditions that govern your use of the services provided to you by the Site and are a binding agreement with you, just as if you had signed this document. In using the Site, you affirm that you are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and you are fully able and competent to enter into, abide by and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service.

As long as you comply with these Terms of Service, Record Our Seniors Media grants you a personal, non-exclusive, non- transferable, limited license to enter and use the Site and the services provided. This license is for the sole purpose of enabling you to use and enjoy the benefits of the services Record Our Seniors Media provides, subject to and in accordance with these Terms of Service. You may not copy, modify, distribute, sell or lease any part of our services or our Site or its software, nor may you reverse engineer or attempt to extract the source code or source hyperlinks of that software, nor may you use any information contained within the Site to independently approach third parties. Record Our Seniors Media reserves the right, at its discretion, to modify, change, remove, update or add to these Terms of Service at any time without notice. It is your responsibility and obligation to review these Terms of Service periodically for changes. Unless otherwise specified, such changes shall be effective when they are posted, and your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. Your access or use of the Site constitutes your agreement to be bound by these Terms of Service, the Record Our Seniors Media licensing terms (as applicable) and the terms and conditions of our Privacy Policy, as posted on this Site and which are incorporated herein by reference, including any changes that exist when you re-access this Site (whether or not you have chosen to register as a member of the Site). BY USING THE SITE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THE Record Our Seniors MEDIA LICENSING TERMS, THE PRIVACY POLICY OR ANY OTHER GUIDELINES OR RULES POSTED ON THE SITE, THEN DO NOT USE THIS SITE.

All text, software, user interfaces, visual interfaces, graphics, photographs, artwork, trademarks, logos, sounds, music, video, computer codes and other audio-visual material (collectively, “Content”) contained on the Site, including but not limited to the design, structure, coordination, selection, expression, and arrangement of such Content, is controlled, owned, or licensed by or to Record Our Seniors Media, as further set forth in these Terms of Service, and is protected by copyright, trademark and various other intellectual property and unfair competition laws. Except as expressly provided in these Terms of Service, no part of the Site and no Content may be used in any way without Record Our Seniors Media’s express prior written consent, including without limitation the copying, publicly display, reproduction, republishing, posting, uploading, transmitting, or distributing in any method or manner to any other device, computer, web site or other platform or medium. The unauthorized copying and distribution (including without limitation downloading, uploading, file serving, file "swapping" or other similar activities) of any such Content or materials constitutes copyright infringement under the U.S. Copyright Act and international copyright laws, and Record Our Seniors Media and its third party licensors and suppliers will enforce such rights to the full extent of the law. Violation of these terms shall be assumed to have been willful.

Record Our Seniors Media, Record Our Seniors Technologies, Record Our SeniorsMedia.com and other Record Our Seniors Media graphics, logos and service names are registered or otherwise protected trademarks or service marks (“Trademarks”). These Trademarks many not be used in connection with any product or service that is not owned or operated by Record Our Seniors Media or in any manner that is likely to cause confusion among customers or in any other manner that disparages or discredits Record Our Seniors Media. All other trademarks, branding and logos not owned by Record Our Seniors Media that appear on this Site are the property of their respective owners who may or may not be affiliated with, sponsored by or connected to Record Our Seniors Media, and Record Our Seniors makes no warranty as to these other trademarks, branding and logos.

Record Our Seniors Media reserves the right to do any of the following, at any time, without notice: (1) modify, terminate, or suspend access/operation to the Site, or any portion of the Site, for any reason; (2) modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, technical updates or other changes.

You agree that all the information and Content downloaded, viewed, screened or accessed will be used only for informational and/or evaluation purposes. You acknowledge and agree that you may be charged customary and reasonable fees for downloading Content, separate to and regardless of whether you actually license the Content. YOU AGREE THERE SHALL BE NO COMMERCIAL EXPLOITATION OR USE, DIRECTLY OR INDIRECTLY, OR ANY OTHER UNAUTHORIZED USE (WHETHER COMMERCIAL OR NON-COMMERCIAL) OF ANY CONTENT AVAILABLE ON THIS SITE WITHOUT A SEPARATE FULLY EXECUTED LICENSE AGREEMENT BY AND BETWEEN Record Our Seniors MEDIA AND YOU AUTHORIZING SAME. In case of circumvention, you agree and acknowledge that a breach of this Terms of Service agreement by you would cause Record Our Seniors Media irrevocable injury and damage that cannot be adequately compensated by damages in an action at law. You therefore expressly agree that, without limiting Record Our Seniors Media’s rights and remedies at law, including without limitation the right to seek damages for any such breach by you, Record Our Seniors Media shall further be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this agreement, without proof of actual damages. In addition, you agree to indemnify and hold Record Our Seniors Media harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable outside attorney's fees, arising out of or resulting from your unauthorized use of any Content on the Site (including, but not limited to, your editing thereof).

You may not use the Site, or any Content, to obtain or attempt to obtain any documents, materials, videos, sound bites or information through any means not purposely made available or designed through the Site. You may not attempt to gain unauthorized access, by hacking, password “mining” or any other illegitimate means to any portion or feature of the Site, or any other systems or networks connected to the Site, or to any of the services offered on or through the Site. You may not scan, probe or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not trace, seek, or reverse look-up any information on any other user of or visitor to the Site, or exploit the Site or any service or information made available or offered by or through the Site, in any manner where the purpose is to reveal information, including personal identification or information, other than your own as provided for by the Site and its Privacy Policy. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or with any other person’s use of the Site. You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of Record Our Seniors Media, its suppliers or others. Posting of unsolicited advertisements or repeat bulk-style communications anywhere on the Site is prohibited. Using our Site does not give you ownership of any intellectual property rights in our Site or the Content you access. You may not use Content from our Site unless you obtain permission from Record Our Seniors Media or are otherwise permitted by law.

Use of the Internet subjects parties to a certain amount of inherent risk. Record Our Seniors Media has no obligation to monitor the use of the Site or to verify, warrant, or vouch for the accuracy and quality of the information that users may acquire. Internet users must exercise their own best judgment in relying on information obtained from the Internet, including the Site. Record Our Seniors Media bears no responsibility for information or communications downloaded, posted or otherwise added to its Site by third parties, regardless of how inaccurate, unsuitable, offensive, or illegal. Notwithstanding the foregoing, Record Our Seniors Media reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Site for operational and other purposes. During monitoring, information may be examined, recorded, copied, and used for authorized purposes in accordance with our Privacy Policy. It is your responsibility to familiarize yourself with our Privacy Policy. Use of the Site constitutes consent to such monitoring and use. We further reserve the right at all times to remove any information or materials, in whole or in part, that in our sole and absolute discretion are objectionable or in violation of these Terms of Service and/or our Privacy Policy.

Record Our Seniors Media does not permit copyright infringement on the Site and will remove any infringing content if we receive notice that such content infringes on another's intellectual property rights. Record Our Seniors Media further reserves the right to terminate accounts or access to the Site in the case of repeat infringers.

If you are a copyright owner or an agent thereof and believe that any content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

§ The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

§ Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

§ Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

§ Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

§ A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

§ A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you fail to comply with all of the requirements set forth herein, your DMCA notice may not be valid. Notice can be submitted to Record Our Seniors Media’s designated Copyright Agent at DMCAAgent@Record Our SeniorsMedia.com.

If a counter-notice is received by the Copyright Agent, Record Our Seniors Media may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Record Our Seniors Media’s sole discretion.

WE SOMETIMES PROVIDE LINKS TO INTERNET SITES MAINTAINED BY THIRD PARTIES ("THIRD PARTY SITES") AND MAY FROM TIME TO TIME PROVIDE THIRD PARTY MATERIALS ON THIS SITE. NEITHER THIS SITE, Record Our Seniors MEDIA, Record Our Seniors TECHNOLOGIES NOR ITS AFFILIATES OR SUPPLIERS NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, OPERATE, CONTROL OR ENDORSE IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES ON THESE THIRD PARTY SITES. THIS SITE, THE MATERIALS AND PRODUCTS AVAILABLE IN OR ACCESSIBLE THROUGH THIS SITE, AND THE THIRD PARTY SITES ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SUCH MATERIALS AND PRODUCTS, OR IN THE SERVICE, WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, INCLUDING STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE MATERIALS IN THE SERVICE OR IN THIRD PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, COMPLETENESS OR OTHERWISE.

Your communications with, business dealings with, or participation in promotions of merchants found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such merchant. You understand and agree that any content downloaded or otherwise obtained through the use of this Site is done at your own risk and that you will be solely responsible for any damage done to your computer system or loss of data that results from the download of such content. We will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, content downloads or as the result of the presence of such merchants on the Site. You assume all risk of errors and/or omissions on the Site and any Third Party Sites, including the transmission or translation of information. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Site and any Third Party Sites, including the information contained therein, and for maintaining any means that you may require for the reconstruction of lost data or subsequent manipulations or analyses of the information provided hereunder. You acknowledge and agree that your use of the Site and any Third Party Sites, and any information sent or received in connection therewith, may not be secure and may be intercepted by unauthorized parties. YOU ASSUME RESPONSIBILITY FOR THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY.

In no event shall the Site, Record Our Seniors Media, Record Our Seniors Technologies, its parent, affiliates or subsidiary companies or their respective directors, officers, employees, agents, affiliates or suppliers be liable for any direct, indirect, punitive, incidental, special, consequential or other damages arising out of or in any way connected with the use of the Site or with the delay or inability to use the Site, or for any information, software, products and services advertised in or obtained through the Site, our removal or deletion of any materials or records submitted or posted on the Site, or otherwise arising out of the use of the Site, whether based on contract, tort, strict liability or otherwise, even if Record Our Seniors Media, Record Our Seniors Technologies or any of its subsidiary companies, affiliates or suppliers has been advised of the possibility of damages. This waiver applies, without limitation, to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defect, incomplete ownership or invalid license, delay in operation or transmission, computer virus, file corruption, communication-line failure, network or system outage, theft, destruction, unauthorized access to, alteration of, or use of any record. You specifically acknowledge and agree that Record Our Seniors Media, Record Our Seniors Technologies, its parent or subsidiary companies, affiliates or suppliers shall not be liable for any defamatory, offensive or illegal conduct of any user of the service. While some states do not allow limitations on how long an implied warranty lasts or the exclusion or limitation of incidental or consequential damages, you are consenting by these Terms of Service to personal jurisdiction in Texas.

You agree to defend, indemnify and hold harmless the Site, Record Our Seniors Media and Record Our Seniors Technologies, its parent, affiliates or subsidiary companies and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (i) your access to or use of this Site; (ii) your violation of these Terms of Service (including without limitation the Licensed Rights or any License Agreement); (iii) your violation of any third party right, including without limitation any intellectual property right, property or privacy right; or (iv) any claim that your use of the site or its Content caused damage to you or a third party. You agree that we may at any time and without notice, suspend or terminate your access to this Site if you fail to comply with these Terms of Service or applicable law.

This Site contains some content that might be deemed unsuitable to minors. This Site is intended for a mature audience and parents who find any material on this site unsuitable for their children are encouraged to utilize parental control services. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.

You may use our Site only as permitted by law. As further set forth in our Privacy Policy, you agree and acknowledge that Record Our Seniors Media may preserve any communication and information made or disclosed by you through the Site, and Record Our Seniors Media reserves the right to disclose any such communication or information that Record Our Seniors Media deems necessary (i) to comply with any applicable law, regulation, legal process or governmental authority; (ii) to enforce these Terms of Service; (iii) to respond to claims that any such data violates the rights of others; or (iv) to protect the rights, property or personal safety of Record Our Seniors Media, Record Our Seniors Technologies, its affiliates, parent, subsidiaries, suppliers and their respective directors, officers, employees and agents and/or users of or visitors to the Site, and the public. You also agree that Record Our Seniors Media may, in its sole discretion and without prior notice, suspend or terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Service or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice and will cause irreparable harm to Record Our Seniors Media for which monetary damages would be inadequate, and you consent to Record Our Seniors Media obtaining any injunctive or equitable relief that Record Our Seniors Media or its counsel deems necessary in such circumstances. These remedies are in addition to any other remedies Record Our Seniors Media may have at law or in equity. If Record Our Seniors Media does take any legal action against you as a result of your violation of these Terms of Service, Record Our Seniors Media will be entitled to recover from you, and you agree to pay, all attorneys’ fees and costs of such action, in addition to any other relief granted. You agree that Record Our Seniors Media will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Service or as a result of technical problems or modifications to the Site or as otherwise required by law.

These Terms of Service and any rights and licenses granted by you hereunder (including without limitation the Licensed Rights) may not be transferred or assigned by you, but may be assigned by Record Our Seniors Media without restriction.

You agree that: (i) the Site and all services provided shall be deemed solely based in Texas; and (ii) the Site and all services provided shall be deemed a passive website that does not give rise to personal jurisdiction over Record Our Seniors Media, Record Our Seniors Technologies, its parent, affiliates or subsidiary companies and their respective directors, officers, employees and agents, in jurisdictions other than Texas. You agree these Terms of Service shall be governed by the internal substantive laws of the State of Texas, without respect to its conflict of laws principles. Although you acknowledge that we will have the ability to enforce our rights in any court of competent jurisdiction, you hereby consent to the personal jurisdiction and exclusive venue in Austin, Texas, U.S.A., regarding any and all disputes relating to these Terms of Service or your access to or use of the Site, including without limitation use of Content. You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this agreement are material terms of this agreement and that they have been taken into account in the decision by us to provide the Site to you hereunder. Except in instances where Record Our Seniors Media deems it necessary to seek injunctive or other equitable relief (and as otherwise set forth in these Terms of Service), the parties hereby agree to submit any disputes or controversies between them to binding arbitration in Austin, Texas in accordance with the rules of the American Arbitration Association. All rights to recover consequential, incidental and/or punitive damages are waived by you. In the event of any dispute, you shall not be entitled to and hereby waive all right to any equitable relief whatsoever, including the right to rescind this Terms of Service agreement , or to enjoin, restrain or interfere in any manner with the Site. The prevailing party shall be entitled to its reasonable outside attorneys’ fees and costs, including its share of the arbitration costs, from the losing party. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.

If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. This agreement, the Privacy Policy and any other posted operating rules constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party and no waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

FOR SUBMISSIONS

These terms (“Terms”) govern the submitter’s (“Licensor”) irrevocable grant to Record Our Seniors Media, Inc., its successors, affiliates, licensees and assigns (collectively, “Record Our Seniors”) of the Licensed Rights (defined below) with respect to all or any part of the audiovisual work(s) submitted by Licensor to Record Our Seniors, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein (the “Images”). YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSION(S) OF IMAGES CONSTITUTES YOUR AGREEMENT AND INTENT TO BE LEGALLY BOUND BY THE TERMS HEREIN.

In full and complete consideration to Licensor for all of the Licensed Rights granted to Record Our Seniors hereunder, the receipt and adequacy of which are hereby acknowledged, Record Our Seniors shall expend time and resources in considering the possibility of Record Our Seniors’s use or display and/or distribution of the Images, and the possibility of the publicity and promotion from Record Our Seniors’s use or display and/or distribution of the images, for inclusion in Record Our Seniors compilations and other Record Our Seniors-original productions, as part of the FAIL ARMYContest (“Contest”). Contest terms, which are incorporated herein by reference can be found HERE.

(a) Owner of Rights: Licensor has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the Licensed Rights and has clear title to the material upon which the Images are based. Licensor has the absolute right to grant to Record Our Seniors, all rights, licenses and privileges granted to or vested in Record Our Seniors under these Terms. Licensor has not authorized and will not authorize any other party to exercise any right or take any action that impairs the rights herein granted to Record Our Seniors.

(b) Rights Are Clear: Licensor has obtained all clearances and paid all monies necessary for Record Our Seniors to exercise its exclusive rights hereunder and there will not be any other rights to be cleared or any payments required to be made by Record Our Seniors as a result of any use of the Images pursuant to the rights and licenses herein granted (including without limitation, payments in connection with contingent participations, residuals, clearance rights, moral rights, union fees, and music rights). Licensor has not previously entered into any other agreement in connection with the Images. All of the individuals and entities connected with the production of the Images, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the Images, have authorized and approved Licensor’s use thereof, and Record Our Seniors shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the Images in connection with the exploitation, promotion, and use of the Licensed Rights. It is expressly understood that Record Our Seniors has not assumed any obligations under any contracts entered into by Licensor.

(c) No Infringement: No part of the Images, any materials contained therein, or the exercise by Record Our Seniors of the Licensed Rights violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, music, dramatic, personal, private, civil, property, privacy or publicity right or “moral rights of authors” or any other right of any person or entity, and shall not give rise to a claim of slander or libel. There are no existing, anticipated, or threatened claims or litigation that would adversely affect or impair any of the Licensed Rights.

Licensor may seek to terminate its agreement to these Terms at any time; however, these Terms shall only be terminable upon the mutual agreement of the parties, the consent of which may be granted or denied in Record Our Seniors’s sole discretion. No termination shall impact any prior license of the Images by Record Our Seniors prior to termination, which shall continue in full effect under these Terms.

Licensor hereby agrees to indemnify, release and hold harmless Record Our Seniors, its successors, licensees, sub-distributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Licensor of any warranty, representation or any other provision of these Terms, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by Record Our Seniors of the rights granted under this these Terms. Licensor acknowledges that Record Our Seniors is relying on the representations made by Licensor in accordance with these Terms and a breach by Licensor would cause Record Our Seniors irrevocable injury and damage that cannot be adequately compensated by damages in an action at law and Licensor therefore expressly agrees that, without limiting Record Our Seniors’s remedies, Record Our Seniors shall be entitled to injunctive and other equitable relief.

Licensor shall not release, disseminate, issue, authorize or cause the release, dissemination or issuance of any publicity or information concerning the Licensed Rights, Record Our Seniors, or these Terms without Record Our Seniors’s prior specific written consent (including, without limitation, posting, participating or engaging in social media discussions, news stories, blogs, reports or responses thereto), and Licensor shall direct all licensing or other inquiries relating to the Images solely to Record Our Seniors. Licensor acknowledges that these Terms are confidential in nature and agrees not to disclose the content or substance thereof to any third parties other than: (i) Licensor’s respective attorneys and accountants, and/or (ii) as may be reasonably required in order to comply with any obligations imposed by these Terms, or any statute, ordinance, rule, regulation, other law, or court order.

Licensor acknowledges and warrants that its agreement to these Terms has not been induced by any representation or assurance not contained herein. These Terms supersede and replace all prior agreements, negotiations or understandings in connection with the Licensed Rights, including without limitation any simplified explanation of the terms herein, and in the event there are any inconsistencies between this English-language contract and any translations of terms and conditions, the English-language version shall prevail. These Terms contain the entire understanding of the parties and shall not be modified or amended except by a written document executed by both parties. If any provision of these Terms is found to be unlawful or unenforceable, such provision shall be limited only to the extent necessary, with all other provisions of these Terms remaining in effect. The waiver by either party or consent to a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other party. Record Our Seniors shall have the right to assign freely the Images, the Materials, the Licensed Rights and/or any of Record Our Seniors’s other rights hereunder to any person or entity (by operation of law or otherwise). Licensor may not assign its rights hereunder.

These Terms shall be deemed to have been agreed upon within the State of Texas, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Texas, without regard to the conflicts of law principles thereof. The parties agree to the personal jurisdiction by and venue in Austin, Texas, and waive any objection to such jurisdiction or venue irrespective of the fact that a party may not be a resident of that State. Except for Record Our Seniors’s equitable rights as set forth in these terms, the parties hereby agree to submit any disputes or controversies arising from, relating to or in connection with these terms or the parties’ respective obligations in connection therewith to binding arbitration in Austin, Texas in accordance with the rules of the American Arbitration Association and only for actual monetary damages, if any. In the event of any dispute, Licensor shall not be entitled to, and does hereby waive all right to, any equitable relief whatsoever, including the right to rescind its agreement to these Terms, to rescind any rights granted hereunder, or to enjoin, restrain or interfere in any manner with the marketing, advertisement, distribution or exploitation of the Licensed Rights. All rights to recover consequential, incidental and/or punitive damages are waived by Licensor.

Licensor agrees that any claim it may have arising out of or related to its use of Record Our Seniors services or relationship with Record Our Seniors, must be filed within one year after such a claim arose; otherwise Licensor’s claim is permanently barred.