Welcome to the Taylor Swift online experience, including taylorswift.com and taylorconnect.com, and thank you for visiting!

Legal Agreement; Revisions

This website is operated by NXTM, LLC on behalf of Taylor Nation, LLC (collectively, "we," “us” or “our”). We provide use of the websites where these Terms and Conditions of Use are posted (the “Sites") subject to these Terms and Conditions of Use (these “Terms"). These Terms are a legal agreement between you and us, and they contain important information on your legal rights, remedies and obligations. By accessing, browsing or otherwise using the Sites, you (i) acknowledge that you have read and understand, and are agreeing, on your own behalf and on behalf of your children, to be bound by these Terms and that you are agreeing to comply with all applicable laws, rules and regulations; and (ii) represent that you are an adult and have the legal capacity to enter a contract in the jurisdiction where you reside.  You further acknowledge and agree that your access to and use of the Sites and the services provided through the Sites are valuable benefits that you receive by agreeing to, and complying with, these Terms. If you do not wish to agree to these Terms, you may not access, browse or use the Sites and you should discontinue these activities immediately. 

We may change or revise these Terms at any time, for any reason and without notice. Your continued use of the Sites signifies your acceptance of any such changes or revisions. For this reason, please visit this page on a regular basis to ensure that you are familiar with the most recent version of these Terms. You can address your questions or concerns regarding these Terms to webmaster@TaylorSwift.com.

Privacy Policy

We respect your privacy and share your concern about its protection. Our Privacy Policy constitutes a part of these Terms and explains how we may collect, use and protect information that we learn about you as a result of your interaction with us through the Sites.

Ownership

Taylor Nation, LLC, NXTM, LLC and/or their respective subsidiaries, affiliated companies, distributors, vendors, contractors, licensors and/or licensees (collectively, "TN Parties") are the exclusive owners or licensees of all content and materials on the Sites ("Sites Content") and of all related intellectual property rights, including, without limitation, all copyrights, moral rights, trademark rights and patent rights. Sites Content includes, without limitation, all features, functions, services, software, algorithms, designs, objects, documentation, know-how, code, data, art, graphics, animation, photographs, images, text, music, sound effects, audio and/or audio-visual elements, downloadable materials, look-and-feel, design, layout, organization, presentation, user interface, navigation and stylistic convention of the Sites.

The trademarks and service-marks TAYLOR SWIFT®, TAYLOR SWIFT (Stylized)™, FEARLESS™, LOVE, LOVE, LOVE™ (collectively, "Taylor Swift Marks") are the exclusive property of Taylor Swift. Unauthorized commercial use of any of the Taylor Swift Marks, or of any word, term, name or symbol that dilutes any of the Taylor Swift Marks, or of any word, term, name or symbol that is likely to cause confusion or mistake with respect to the user's connection or association with Taylor Swift, or her approval or sponsorship of the user's products or services, is strictly prohibited by law. All other trade names, trademarks and service-marks that appear on the Sites are the property of their respective owners.

You do not acquire any ownership interests in any Sites Content or Taylor Swift Marks by accessing, browsing or otherwise using the Sites. Except as otherwise set forth in the “Fansites” section below, you may not copy, reproduce, modify, distribute, transmit, display, perform, publish or otherwise exploit, through any means or media, any of the Taylor Swift Marks, except as may be allowed by The Trademark Act of 1946 (Lanham Act), 15 U.S.C. § 1051 et seq.

Fansites and Use of Sites Content.  

Unless otherwise specified on the Sites, we grant you a limited, personal, revocable, non-transferable, non-sublicensable, non-exclusive license to reproduce and display the Sites Content and Taylor Swift Marks provided to you by us solely on any fansite or fansite pages dedicated to Taylor Swift that you create through your use of the services provided through the Sites (“Fansite”) solely in connection with your creation, use and exploitation of such Fansite through the Sites, subject to the following conditions:

·You will, at all times, be in full compliance with the provisions of these Terms and any and all applicable usage guidelines or policies that may be provided by us from time to time and other terms and conditions applicable to your use of certain services or features made available through the Sites (all of which may be modified from time to time in our sole discretion).

·All content displayed on or transmitted through the Fansite will not, as we determine in our sole discretion, be: (i) unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, or infringing of our or any third party’s intellectual property or other rights; (ii) derogatory or harmful to the reputation of Taylor Swift, Taylor Nation, LLC, Taylor Nation, LLC, NXTM, LLC or any of their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; or (iii) harmful to children in any manner. 

·You will retain all trademark, copyright and other proprietary notices contained in or on the Sites Content or Taylor Swift Marks and will not remove or alter any identifying information or copyright or trademark information conveyed in connection with the Sites Content. If you post Sites Content on your Fansite, you must also prominently post the following notices on your Fansite on the same web page(s) as any of the Sites Content: “Taylor Swift content and materials are trademarks and copyrights of Taylor Swift and used with permission.  All rights reserved.”

·Your ownership in the Fansite excludes (i) Sites Content, Taylor Swift Marks and all goodwill relating thereto, and (ii) any derivative works based upon or including Sites Content and/or Taylor Swift Marks. Your Fansite is not a “joint work” as that term is defined under United States copyright law (i.e., Title 17, United States Code). You shall not challenge our ownership of any Sites Content or Taylor Swift Marks, nor use or adopt any trademarks that might be confusingly similar to any of the Taylor Swift Marks.

·Except as expressly authorized by these Terms, you will not (i) download, copy or use any of the Sites Content or Taylor Swift Marks; (ii) distribute, modify, transmit, publicly display and/or otherwise use Sites Content or Taylor Swift Marks; (iii) rent, lease, reproduce, modify, translate or create derivative works of Sites Content; or (iv) create any derivative works from, or in any way exploit, the Sites Content or Taylor Swift Marks, in each case, without the written consent of Taylor Nation, LLC. We do not consent to the protection of any unauthorized derivative work under any copyright law. Except as we expressly authorize through the Sites and their features, the creation and sale of merchandise that uses, references or is based upon the Sites Content and/or Taylor Swift Marks is expressly prohibited.

We may terminate the limited permission to use the Sites Content and Taylor Swift Marks pursuant to this section at any time for any reason. Under no circumstances will we be liable to you for any direct, indirect, incidental, consequential, special or exemplary damages of any kind in connection with this limited permission. We reserve the right in our sole discretion to expressly refuse this limited permission to any particular Fansite, or to revoke this limited permission at any time without any liability to you whatsoever.

Your Use and Your Content; License Grant; Right to Monitor and Editorial Control

You may access, browse and use the Sites and Sites Content only for your personal, non-commercial use, on a single computer or other Internet-compatible device to enable you to use the Sites. Except as otherwise set forth in the “Fansites” section above, you may not copy, reproduce, modify, distribute, transmit, display, perform, publish or otherwise use or exploit, through any means or media, any of Sites Content, except as may be allowed by Sections 107, 108 and 110 of Title 17 of the United States Code, 17 U.S.C. §§ 107-108 and 110 ("Your Exempt Use"). Your Exempt Use will be, at all times, prominently accompanied by: (i) a copyright notice in the form identical to the copyright notice appearing on the Content that is the subject of your Exempt Use, and (ii) a credit line in the form of the phrase "Accessed on" followed by the date of your access and the URL of the Sites where you accessed such Sites Content.

Certain features of the Sites may allow you to post, upload, transmit or submit certain materials, content, information or ideas to the Sites ("Your Content"). We do not ask for, nor do we wish to receive, any confidential, secret or proprietary information or other material from you through the Sites, by e-mail or in any other way. By providing Your Content to us, you: (i) represent and warrant that Your Content is original to you, that you own or otherwise control all of the rights in Your Content, or that you have the rights necessary to grant the license in the following sub-section (ii), and that Your Content does not violate any rights, including the rights of privacy, of any party and does not otherwise violate the law; (iii) grant to us and our affiliates a world-wide, non-exclusive, fully paid-up, royalty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and fully sub-licensable (through multiple tiers) right and license, to copy, reproduce, edit, modify, distribute, transmit, display, perform, publish, sell, adapt, create derivative works from, and otherwise use Your Content, for any purpose that we may choose, in our sole discretion, and through any means or media, whether now existing or subsequently developed, and without any compensation to you or any third party (it being understood that the foregoing shall include the right to exploit any and all intellectual property or proprietary rights in Your Content including, without limitation, rights protected under applicable copyright, trademark, trade secret, patent and other laws throughout the world); and (iv) indemnify and hold harmless us and the TN Parties for and against any and all claims, actions and damages (including, without limitation, court costs, legal fees, accounting fees and amounts paid in settlement) that are related to or result from your use of the Sites, Your Content or its posting on, or submission to, the Sites, and/or your violation of these Terms. You will cooperate as fully as reasonably required in the defense of any such claim or action; however, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

We cannot be responsible for maintaining Your Content, and we may remove Your Content from the Sites at any time, for any and no reason, and without notice to you. We reserve the right, but do not have an obligation, to monitor and/or review all materials posted to the Sites, or through the Sites’ services or features, by its users, and we are not responsible for any such materials. However, we further reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms or applicable law. We may also impose limits on certain features or restrict your access to part or all of the features or services without notice or penalty if we believe that you are in breach of these Terms or applicable law, or for any other reason, all without notice or liability.

Prohibited Conduct

You warrant and agree that, while accessing or using the Sites, you will not:

  • impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from the Sites, the TN Parties or otherwise affiliated with us;
  • use an inappropriate username or screen name;
  • insert your own or a third party’s advertising, branding or other promotional content into any Sites Content, except in connection with your creation, use and exploitation of a Fansite;
  • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Sites through any means, including through means not intentionally made publicly available or provided through the Sites;
  • engage in any automatic or unauthorized means of accessing, logging-in or registering on the Sites, or obtaining lists of users or other information from or through the Sites, including, without limitation, any information residing on any server or database connected to the Sites;
  • use the Sites or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Sites or interfere with any other party’s use and enjoyment of the Sites, including, without limitation, sending mass unsolicited messages or “flooding” servers;
  • use the Sites or its services in violation of our intellectual property or other proprietary or legal rights or rights any third party;
  • use the Sites or its services in violation of any applicable law;
  • attempt (or encourage or support anyone else’s attempt) to circumvent, reverse-engineer, decrypt, or otherwise alter, or interfere with, the Sites or its services;
  • post, transmit, publish or otherwise disseminate through the Sites any of Your Content that, as we determine in our sole discretion:  (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (ii) is derogatory or harmful to the reputation of Taylor Swift, Taylor Nation, LLC, NXTM, LLC or any of their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; or (iii) is harmful to children in any manner.

Your Account and Your User Information

Some of the services on the Sites are only available if you create an account.  When any of the services on the Sites require you to open an account ("Your Account") or otherwise provide user or registration information ("Your User Information"), you must complete the registration process by providing us with complete and accurate information. You grant to us and to all other persons and entities involved in the operation of the Sites the right to use, store, monitor, retrieve and transmit Your User Information in connection with the operation of the Sites. Our information collection and use policies with respect to the privacy of Your User Information are set forth in our Privacy Policy, which is incorporated in these Terms by reference for all purposes.

You are solely responsible for maintaining the confidentiality of Your User Information. You are also solely responsible for any and all activities that occur under Your Account or Your User Information. You must notify us immediately of any suspected or actual unauthorized use of Your Account or Your User Information, and of any and all other security breaches.

We reserve the right to terminate Your Account or to refuse services to you, without prior notice to you, at any time and for any or no reason. Without limiting the above, if you are a repeat copyright infringer, we will, in appropriate circumstances, permanently terminate Your Account and remove your User Content from the Sites.  You have the right to cancel Your Account at any time.  You may cancel Your Account by following the instructions on the Sites.

If you voluntarily terminate Your Account or allow Your Account to lapse, you may reactivate Your Account at any time through the account interface on the Sites.  Accounts terminated by us for any type of abuse, including without limitation a violation of these Terms, may not be reactivated.

Fees That You Pay

Some aspects of the Sites require you to pay a fee, the details of which are available in various areas of the Sites that feature the ability to purchase products, features or services. You agree to pay all fees and applicable taxes incurred by you or anyone using Your Account.  We may revise the pricing for products, services or features offered through the Sites at any time.  Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.  If there is a dispute regarding payment of fees to, or products or services provided by, us, Your Account may be closed without warning or notice at our sole discretion.

EXCEPT AS OTHERWISE SET FORTH IN OUR RETURN POLICY OR CANCELLATION POLICY, YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED PRODUCTS, SERVICES OR FEATURES ARE NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

We may, from time to time, modify, amend, or supplement our fees and fee-billing methods, and such changes shall be effective immediately upon posting in these Terms or elsewhere on the Site.

Referral Fees That You Receive

Your use of certain features or services available through the Sites provides the possibility of generating compensation that would be payable to you by us or our business partners.  The terms of such compensation are stated in the terms and conditions applicable to these features or services.  We do not make any representation, warranty or guaranty as to the amount of compensation you will earn from your use of any of these features or services or whether your use of any of these features and services will generate any compensation payable to you.

Submission of Your Ideas and Suggestions

While you are encouraged to share ideas and suggestions through your use of the Sites, we wish to avoid any potential misunderstandings or disputes that may arise from the limited use that we or other users of the Sites may make of any ideas or suggestions that you choose to share or if our content or business activities seem similar to any such ideas or suggestions.  When you share ideas or suggestions through your use of the Sites (including, without limitation, ideas or suggestions for new creative work, sound recordings, musical compositions, video programming, webisodes, machinima or theatrical motion pictures) (collectively “Submissions”), you hereby grant us and our designees a worldwide, non-exclusive, sublicenseable, transferrable, assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, adapt, create derivative works of, publicly perform, publicly display and license, digitally perform, make, have made, sell, offer for sale and import your Submissions in any and all media and means of communication, now known or hereafter developed.  We agree that, if any Submission generates a sufficient level of popularity or mass appeal, as we may determine in our sole discretion, then we may enter into good faith negotiations with you of a royalty-bearing license agreement for exploitation of your Submission beyond the Sites.  Notwithstanding the foregoing, nothing in these Terms shall impose any obligation or requirement on us to proceed with or conclude any agreement or transaction with you concerning any such Submission.  IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS PARAGRAPH, PLEASE DO NO SHARE, SUBMIT OR POST ANY SUBMISSION ON OR THROUGH ANY OF THE SITES.

Links to Third-Party Websites

The Sites contains links to websites of third parties, including, without limitation, advertisements of third party products and services. If you use these links, you will leave the Sites. These third parties and their websites are not under our control. We do not examine or evaluate these websites and we are not responsible for their content or operation. By providing links to these websites, we do not approve, warrant or endorse, or otherwise make any representation about, them or their owners or operators, and do not assume any related responsibility or liability. You should exercise your own judgment in evaluating and using these websites. When you link to these websites, you become subject to their terms and conditions of use and privacy policies.

Linking to the Sites

You agree that if you include a link from any website to the Sites, such link shall open in a new browser window and shall link to the full version of an HTML-formatted page of the Sites. You may not link directly to any Sites Content, by, for example and without limitation, "in-line" linking or "deep-linking" methods, or in any manner causing the Sites, or any page of the Sites, to be "framed," surrounded or obfuscated by any third-party content, materials or branding. We may, at any time and for any or no reason, require that any link to the Sites be discontinued and removed and revoke your right to link to the Sites.

Warranty Disclaimers

We administer, control and operate the Sites from our offices in the State of California, the United States of America. The Sites are accessible world-wide; however, some of its features or functions may not be available or appropriate for use outside of the United States and/or may not be available to all persons or in all geographic locations. We make no representation that the Sites and Sites Content are appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. Your access and use of the Sites may not be legal in your jurisdiction. If you choose to access, browse or use the Sites, you do so on your own initiative and risk, and you are responsible for compliance with all applicable laws if, and to the full extent that, such laws and restrictions are applicable. We reserve the right to limit, in our sole discretion, the provision of any feature or function of the Sites to any person and geographic area. Any offer for any feature or function made on the Sites is void where prohibited.

The Sites provide information of a general nature only and you are responsible for determining whether it applies to your specific situation. We specifically disclaim any liability concerning any action that any person may take based on any information or guidance provided at the Sites.

Some Sites Content is provided by the users of the Sites. With the exception of the limited license granted in these Terms, we do not obtain or control any rights in, and do not exert editorial control over, such Sites Content. We do not independently verify the representations and warranties made by the users with respect to such Sites Content.

We do not guarantee the accuracy, timeliness, correctness, completeness, performance or fitness for a particular purpose of the Sites or any of Sites Content. We are not liable for any errors, omissions, or inaccurate Sites Content.

THE SITES AND SITES CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR USEFULNESS OF SITES CONTENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHICH ARE EXCLUDED FROM THIS AGREEMENT TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF LAW. WE DO NOT WARRANT THAT THE SITES OR SITES CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR DEFECTS. YOU USE THE SITES AT YOUR OWN RISK. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, BROWSING IN, OR USE OF, THE SITES OR YOUR DOWNLOADING OF THE SITES CONTENT. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. WE MAKE NO WARRANTY THAT THE SITES WILL MEET USERS' REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.

YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITES IS TO TERMINATE YOUR ACCOUNT AND DISCONTINUE ALL USE OF THE SITES.

Limitation of Liability

EXCEPT AS SET OUT BELOW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY WILL WE OR THE TN PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE SITES OR WITH THE DELAY OR INABILITY TO USE THE SITES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THOSE ASPECTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. Some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages and, in such states or jurisdictions, NXTM’s and the TN Parties’ liability shall be limited to the fullest extent permitted by law.

IN NO EVENT SHALL WE OR THE TN PARTIES BE LIABLE FOR, OR IN CONNECTION WITH, ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITES (INCLUDING, WITHOUT LIMITATION, ANY OF YOUR CONTENT). IN NO EVENT SHALL OUR OR THE TN PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE (A) THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE SITES OR FOR ANY OF YOUR ACTIVITIES ON THE SITES DURING THE THREE MONTHS IMMEDIATELY PRECEDING YOUR CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100), WHICHEVER IS GREATER.

Notification and Counter-Notification of Claim of Copyright Infringement

We respect the intellectual property rights of others and require our users to do the same.

To notify us of your claim of copyright infringement with respect to any Sites Content, please send a written communication to our designated copyright agent:

Thomas Randolph
Copyright Agent
NXTM, LLC

9465 Wilshire Boulevard, Suite 400

Beverly Hills, CA 90212

Telephone: (615) 290-5736
Facsimile: (888) 867-4015
E-mail: webmaster@taylorswift.com

Your notice must include:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. 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;
  3. 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 us to locate the material;
  4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
  5. 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
  6. 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.

Upon receiving a proper notification of copyright infringement as described above, we will remove or disable access to the allegedly-infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the counter-notification procedure, as described in, and required by, The Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512.

If we receive a valid counter-notification, we will restore the removed or disabled material after ten (10), but no later than fourteen (14), business days from the date on which we receive the counter-notification, unless our Copyright Agent first receives notice from you, as the party filing the original notification of copyright infringement, informing us that you have filed a court action to restrain infringement of the material in question.

Modification, Suspension and Termination

We reserve the right to modify, suspend or terminate, in our sole discretion, at any time, temporarily or permanently, for any or no reason and without notice to you, and without any liability to you, any portion of the Sites.

Assignment

You agree that we may assign any of our rights, and/or transfer, sub-contract or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.

Governing Law and Jurisdiction

You agree that the laws of the United States of America and the laws of the State of California, without regard to the principles of conflicts of laws, will govern your use of the Sites, these Terms and all matters relating to your access to, and/or use of, the Sites, including all disputes between you and us and/or the TN Parties. You irrevocably submit to the exclusive jurisdiction of, and venue in, the state and federal courts seated in Los Angeles County, California, and the related appellate courts, in any related action or proceeding.

Entire Agreement

These Terms shall be deemed to include all other notices, policies, disclaimers and other terms and conditions contained in the Sites, including, without limitation, our Privacy Policy; provided, however, that these Terms shall prevail in the event of a conflict with any such other documents.

These Terms constitute the entire agreement between you and us and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us, with respect to your use of the Sites and all matters relating to your access to, and/or use of, the Sites. A printed version of these Terms and of any notice given in electronic form shall be admissible in any and all judicial or administrative proceedings based upon or relating to these Terms to the same extent as other business documents and records originally generated and maintained in printed form.

If any part of these Terms is determined to be invalid or unenforceable under applicable law including, without limitation, the warranty disclaimers and liability limitations stated above, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full effect.

Any rights not expressly granted in these Terms are reserved to Taylor Nation, LLC and NXTM, LLC.