Terms of service

Welcome to adrennial.com or partners.adrennial.com, websites operated by Adrennial, Inc. a Delaware Corporation with offices at 12110 Sunset Hills Rd., Suite 600, Reston, VA 20190 (“Adrennial”).

These Terms of Service apply to Adrennial websites, Adrennial’s Focus content management system and any related online and mobile apps (collectively, “Digital Applications“). Adrennial provides a range of services described in the Digital Applications and publications by Adrennial.

Please read these Terms of Service carefully before accessing or using the Digital Applications.

Definitions

″You” and “your” refer to each individual and customer of the Digital Applications or Service, including Registered Users; and “we“, “us” and “our” refer to Adrennial. References to users must be read as being also a reference to Registered Users.

″Service” means any:

Digital Application subscription facility
Digital Application Content upload and download services for Registered Users
Other services, such as sale and supply of merchandise and other physical products

In all cases for use in accordance with these Terms of Service. In the case of Registered Users, references to the Digital Applications include a reference to the Service.

“Registered User” means anyone who has signed up for the Service and has obtained a user ID to log into the Service, including vision partners, scribes, tribes guides and members of any of Adrennial’s communities. Registered Users may set a profile by giving us certain additional information, which we may refer to as your “account”.

“Content” means:

All digital files and products provided on the Digital Applications, including by Registered Users in channels (including video in any format e.g. one off, films, series, serials, programs, episodes or vlogs; animations; holograms; photographs; graphics; illustrations; designs; images; data; text, information or any content comparable to the foregoing)
All messages and communications recorded by or in the Digital Applications including comments, enquiries, ratings, live streaming chat, and forum posts
Metadata associated with any of such digital files and products and such messages, including information about them, comments, ratings, crew information, hashtags, tags, customer profiling data, product descriptions, editorial content data, and intellectual property notices
Proprietary information, materials and products, and all copyright protected or otherwise legally protectable elements and functions of the Digital Applications or the Service including the selection, sequence, look and feel, layout and arrangement of items on the Digital Applications.

Legally binding contract

The terms of service in force at any time are published on the Digital Applications and you will be taken to have accepted them by accessing or using the Digital Applications. This is the case whether or not you become a Registered User and regardless of a Registered User’s class, level or status (e.g. whether you are vision partner or other user).

These Terms of Service constitute a binding legal contract between you and Adrennial. You will be legally bound when you agree to accept the Service, click an “I agree”, “I consent”, or other similarly worded or functioning “button”, check box or data entry field on the Digital Applications with your mouse, finger, keystroke, or other data entry mechanism. Those actions are a legal equivalent of your handwritten signature.

If Adrennial develops revised terms of service, then on their publication on the Digital Applications they will supersede those they replace. If you subsequently access or use the Digital Applications or the Service you will be taken to have accepted the revised terms of service. If you do not agree with any change or revision of applicable terms of service at any time, do not access, use, upload, submit information to or download from the Digital Applications or use the Service.

As regards the Content and the Digital Applications these Terms of Service constitute the entire agreement of the parties about its subject matter. Specific Digital Applications or Service functions, facilities, features, sections, areas, communities, discussion groups, modules, services, sections, menus, offerings and incentives may have provisions additional to these Terms of Service. Those additional provisions must be read with these Terms of Service. If there is an inconsistency between such provisions and these Terms of Service then the provisions of these Terms of Service will prevail to the extent of such inconsistency and the parties must take all necessary steps to remove that inconsistency.

You represent that you are either 18 years of age or older and are fully qualified and empowered to enter into these Terms of Service or you represent you are a minor under the age of 18 and that you have obtained parental consent. Please have them read this Agreement to you.

Obligations, prohibitions and warranties

Registration and use

Registration Required Only Registered Users are permitted to use the Service to upload and offer for licensing any Content.

One Account A Register User is permitted to have only one account.

User ID A Registered User will have a unique user ID that comprises the email address and confidential password the user provides to become or remain a Registered User (or we may assign an initial password which the Registered User may change later). We may provide a Registered User with additional codes or passwords necessary to access and use specific functions, facilities and features of the Service or the Digital Applications.

Personal Information Registered Users may be required to submit personal information such as first and last name, email address, date of birth, postal address, postcode and additional information for territory and digital media rights management, security or identity verification purposes. We may also ask Registered Users to provide us with optional information about themselves, which will enable us to personalise and customise the Service. We will indicate what information is required and what information is optional. You give permission for your personal information to be used in Adrennial’s databases, directories, listings and Digital Applications to communicate with you, promote you, indicate your affiliation with Adrennial, complete transactions and keep you up to date with Adrennial Content. Additional information as to how Adrennial deals with your personal data and protects your privacy is outlined in our Privacy Policy.

No Intellectual Property Breach Do not upload files, photos or software or post messages to the Digital Applications that contain material protected by intellectual property laws, rights of privacy or publicity or any other applicable law unless you own the rights to them, have all necessary intellectual property releases, or control the rights under all necessary authority, licenses, permissions, consents and approvals. However, you may make links (i.e. hypertext links).

No Prohibited and Infringing Products You must not use the Digital Applications for subscription, licensing, tender or buy now sales involving pirated, infringing, non-genuine, illegal or illicit products, sales that are prohibited by applicable laws, sales of offensive products (including products with a defamatory or ethically objectionable nature), sale of stolen products, sale of products which infringe copyright or other intellectual property laws, sales of products which have been illegally imported or sale of products for which necessary legal compliance or approvals have not been obtained before listing on the Digital Applications. You indemnify us and will keep us indemnified against any liability which we may incur to a third party arising out of breach of your obligations in this clause.

Content Offers By providing and listing Content, you are making an irrevocable offer to sell or license the Content at the price appearing linked to or adjusted to the Content description.

Content Listing You must comply with Content listing requirements. You must make correct and accurate Content listings and you must categorise listings appropriately.

Disclosure of Endorsement Vision Partners who post video content through our platform are compensated by [us][Adrennial].

Registered user’s obligations

Content Accuracy Registered Users must ensure that any Content they upload is accurate. Each Registered User warrants that the Registered User’s details provided to the Service or Adrennial are true and accurate, including personal names, affiliations, and email address.

Registered User Data Accuracy Each Registered User:

is responsible for the security and use of its user name and password and must take all reasonable steps to ensure they are kept confidential and secure;
must not allow any third party or unauthorized person to access the Digital Applications using that user name or password; and
must immediately notify Adrennial of any unauthorized use of a user name or password or any other breach of security

Liability disclaimer adrennial is not liable for any loss or damage arising from a registered user’s failure to comply with obligations in these terms of service.

Registered user’s warranties

Each Registered User warrants and represents that: the Registered User has full power and authority to enter into these Terms of Service and perform the Registered User’s obligations under these Terms of Service; the Registered User is the sole unencumbered owner of copyright in the Content; the Content does not infringe any rights of any third party including rights of copyright, trade marks or confidential information nor does it contain any matter which is unlawful and/or defamatory; and the Registered User has all necessary licences, consents and permissions for material included in the Content. The Registered User indemnifies us against all expenses, damages, costs and losses whatsoever (including legal costs and expenses) occasioned to us, our licensees and/or assignees in consequence of any breach by the Registered User of these warranties.

Licence, permitted use and prohibitions

Your use of the Digital Applications must not breach these Terms of Service.

You may not:

for commercial or unlawful purposes solicit personal information from anyone under 18 or solicit passwords or personally identifying information;
harvest or collect user information or email addresses from the Digital Applications for commercial or unlawful use or unsolicited communications;
impersonate any person or entity, or falsely state or otherwise in any way misrepresent yourself, your age, or your affiliation with any person, organisation or entity; or
use automated scripts to collect information from or otherwise interact with the Digital Applications or its users

You must act:

in good faith and state your views or opinions in good faith. Your stated personal views or opinions must be personal views or opinions you in fact hold. Strictly prohibited are statements for or on behalf of clients or third parties by lobbyists, public relations consultants, advocates or any of their respective employees, contractors, agents or representatives. Also strictly prohibited is any activity involving any form of payment in cash or in kind for any comment you make on the Digital Applications

Intellectual property

The Content and any alerts, newsletters, broadcast emails or other materials associated with the Digital Applications are the property of Adrennial or their respective owners, unless noted otherwise.

The Content and Digital Applications are protected by law including copyright in any layout, text, images, photographs, illustrations, animations, audio clips, video clips, programming and HTML code. No part of the Content or Digital Applications may be used, copied, modified, changed, distributed, republished or transmitted, except for permitted uses. No licence or permission is given in these Terms of Service for you to copy, duplicate or use the Content of Adrennial or third party owners. Any licence or permission must be in writing.

For any written licence or permission, email Adrennial (see email address on the Digital Applications) or the relevant copyright owner or controller.

All rights not specifically and expressly granted in these Terms of Service or on the Digital Applications are reserved by Adrennial or their respective owners.

All names, logos and signs on the Digital Applications are the trade marks of their respective owners. This is our trade mark: Adrennial®.

Licence and consent

By posting to the Digital Applications any Content you automatically grant to Adrennial, its licensees and assigns an irrevocable, perpetual, non-exclusive, free of charge licence throughout the world for the purposes of using, publishing and displaying that Content including to reproduce, distribute, prepare derivative works, display and perform it in connection with the Services. This includes for the purposes of promoting and redistributing part or all of the Service.

Adrennial accepts no liability for your Content. Adrennial will treat it as the opinion, responsibility and legal liability of the Registered User.

You irrevocably consent to all Adrennial’s acts or omissions (including as an author, editor, producer, developer, programmer, and publisher), and those of Adrennial’s assigns, licensees and successors, as they may affect any moral rights you may have in Content. Specifically you consent to Adrennial, or others authorized by Adrennial, and Adrennial’s assigns, licensees and successors carrying out any change, variation, modification, re-arrangement, mixing, translation, reformat, adaptation, artificial intelligence manipulation using the Odin engine, deep fake adaptation, re-purposing, re-design, addition, deletion, editing or re-programming of that Content and combination of it with other material and in any way with respect to the right of attribution, right not to have the Content falsely attributed, and the right of integrity.

It is a condition of your access to the Digital Applications, that you must not post any Content that in Adrennial’s opinion is:

in any way unlawful, threatening, intimidating, harassing, stalking, inflammatory, fraudulent, abusive, indecent or obscene, or would inhibit use and enjoyment of the Digital Applications by others;
involving you in contacting anyone who has asked not to be contacted;
defamatory or derogatory of other persons;
infringing the rights of third parties, including breach of privacy obligations, intellectual property rights of others, or their moral rights;
untrue, misleading or deceptive;
discriminatory, offensive or capable of inciting violence or hatred;
in breach of any legal code, statute, laws or regulations;
using a misleading email address or otherwise manipulating identifiers which disguise the origin of information communicated or transmitted through the Digital Applications;
an intentional post in an irrelevant category or thread or involving an off the topic comment; a repeated post with the same or similar information (unless it is a recurring activity); or an otherwise unreasonable load on the Digital Applications;
an attempt to gain unauthorized access to Adrennial’s computer systems;
an activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Digital Applications; or
a file or code containing a virus, trojan, worm or other malware

You acknowledge that feedback, ratings and comments may be defamatory. Adrennial accepts no liability for any claim, demand, action, loss, damage, cost, charge, fine or expense that may arise from feedback, ratings or comments. You release forever and indemnify adrennial from any liability for any feedback, ratings or comments by you or other users on the digital applications.

As regards your personal information, information relating to your IP address, or other data submitted or posted by you, Adrennial may in certain cases be legally obligated to disclose such data to law enforcement agencies, intellectual property owners and others. Adrennial may disclose such data as legally required or at its discretion following review by us.

Communications with registered users

If you register as a Registered User of the Digital Applications, you agree that Adrennial may from time to time send communication to you, such as alerts and enewsletters, regarding your interests, or confirmations regarding your use of the Digital Applications or Service.

Facilities

Content purchases

You may purchase Content from Adrennial. Content is subject to certain subscription, licensing and use rights restrictions referred to on the Digital Applications or set out in these Terms of Service.

Select carefully, we do not offer refunds on Content purchases.

You must enter your credit card details directly into the credit card or other payment facility section used by the Digital Applications. You must ensure that you have sufficient available credit on your credit card or other payment facility to allow any charges to be processed. You agree that if your payment of charges by credit card or other payment facility are not received by us or if the payment is subsequently dishonoured or charged back to us, you are personally liable to us for the amount you owe us for any charges and any resulting charges or costs which we may incur.

Until full payment is made title to the products remains with Adrennial or its owner. Risk in the products passes to you on delivery.

Prices

All prices on the Digital Applications or for the Service are in US dollars (unless noted otherwise) and do not include any applicable sales tax. Where sales tax is applicable, that will be calculated and added to the price at the time of purchase, and fully displayed as part of the total purchase price. It is acknowledged that tax laws may change from time to time and also differ between jurisdictions. Adrennial at its discretion will charge all tax in accordance with local and international legal regulations and requirements. The total cost of your orders will be the price of the Content, any applicable sales or value added taxes, and any delivery, packaging, service or credit card charges. Prices for Content may change at any time. We will charge you the price that is displayed on the Digital Applications or communicated by us at the time you buy or license Content.

Content use limitations and prohibitions

Content that you license from the Digital Applications cannot be transferred or assigned by you to any other person.

You must not alter, delete, or conceal any copyright or other intellectual property or other notices on Content

Digital rights management, intellectual property and security technology protection may be provided with or in the Content and you must not directly or indirectly circumvent, reverse engineer, decrypt, or otherwise alter, change, modify, restrict or interfere with such protection or any of the means by which we monitor and administer the protection.

We will use reasonable endeavours to supply the Service to you. However, despite our efforts, the Service may not be continuous, accessible or available at all times, or fault free, and we may at any time change or discontinue the Service. Also, events beyond our control might affect the Service, and you agree that we are not responsible for any effects of those events.

As regards the Service you are solely responsible for all Content that you upload or download. We are not responsible for any Content lost, damaged or deleted. We are not obliged to maintain a record of the Content you upload or download.

If we no longer have the right to make certain Content available, for any reason and at any time, you will no longer be able to obtain or use that Content from Adrennial, even if you originally obtained it from us.

Changes

Despite anything to the contrary in these Terms of Service or in the Digital Applications, Adrennial may change or discontinue any Digital Applications or Service function, facility, feature, section, area, community, discussion group, module, service, section, menu, offering, incentive, password, or user.

Membership

You may subscribe for a paid Adrennial subscription. The applicable price is indicated on the relevant Digital Applications’ subscription page or screen.

Prices, delivery and freight fees

For delivery of physical goods please allow for the period of time for delivery as may be indicated on order placement or payment confirmation. All prices include applicable taxes.

We use courier and postal services to deliver. If you have any issues with your delivery please contact us as soon as possible, but no later than within seven (7) days of delivery, and we will try to rectify any issue.

Any delivery date or time given will be on the basis that it is an estimate. Delayed or late delivery of products does not confer on you any right of cancellation, termination or refusal of delivery. You will not be relieved of your obligation to accept delivery by reason of any delayed or late delivery.

For ease of delivery and tracking of your ordered product, we prefer that where possible you provide an address where you will be available to sign, or otherwise accept receipt, on delivery during normal business hours.

Return, exchange and refund policy

To receive an immediate exchange or refund for faulty or incorrectly supplied products, return the products in their original packaging and in a resalable condition within seven (7) days of sale.

A refund or exchange can only be made to the original purchaser.

A refund or exchange will be made at the same value as the original purchase price, excluding freight if you had your order home delivered. You must present a copy of your store receipt or website order confirmation email.

After return of them to us, we will inspect them to assess if they will be replaced. Whilst all care is taken, we cannot be responsible for items that are damaged in the post or in transit.

Products that have been damaged or installed or are no longer in good or saleable condition cannot be returned for a change of mind refund or exchange.

Products may differ from those pictured on the website due to natural variations in colour/finish and scale of the image.

Product warranties and warranty claims

Each product’s warranties are governed by the warranties and other terms and conditions (if any) of the relevant producers, manufacturers and suppliers. We will not be liable to you or any third party for any loss suffered due to product failure.

Incentive programs

Adrennial may introduce incentive programs for Registered Users from time to time, details of each will be specified in the relevant incentives program documentation.

Taxation

Adrennial may issue invoices to Registered Users but has no responsibility for determining the necessity of or for issuing any invoice, or for determining, remitting, or withholding any tax or impost of any kind (including withholding tax, stamp duty, sales taxes, goods and services tax and any other type of value added tax) in connection with any use of the Digital Applications.

Where value added taxes apply, Adrennial may deduct the tax it incurs from each user’s payment and Adrennial may issue the user with a invoice.

Each Registered User is solely responsible for determining its own obligations and compliance responsibilities (or that of any related entity) under applicable law. You and any related entity hereby jointly and separately indemnify Adrennial with respect to all such obligations and responsibilities.

Third party products and services

No endorsement, recommendation or approval of any third party or its Content, products, services, or websites is intended by any content, links or third party advertisements (including any banner ads containing embedded hyperlinks) on or to the Digital Applications or the Service. Links are provided only as a convenience. Some third party advertisements contain representations or offers by the third party advertiser which you can accept by linking to the advertiser’s website and executing the relevant transaction. Such offers are not made by Adrennial, and we are not responsible to you for any transactions you have with any third party.

Links policy

You are welcome and encouraged to create links to the Digital Applications. If you are using frames, when they are activated you must ensure they do not continue to display your frames, or frames of others, around the Digital Applications pages.

Indemnity

You indemnify adrennial from and against all demands, claims, actions, proceedings, settlements, liability, expenses, fines, damages, costs or losses (including but not limited to reasonable costs and disbursements on a solicitor and client basis) arising from or incurred due to your activities on or use of the digital applications, any breach by you of these terms of service, or any demand or complaint made by another user against you for any comment, submission, post or material made or added by you or authorized by you for the digital applications.

Disclaimers and liability

Legislation confers rights and remedies in relation to the provision of products and services which cannot be excluded, restricted or modified. Despite anything to the contrary in these Terms of Service, the disclaimers and limitations specified in these Terms of Service only apply to the maximum extent permitted by such legislation and do not exclude, limit or modify remedies under such legislation.

The Digital Applications and Content are provided for informational purposes only and are not intended as professional advice, or as a substitute for the professional advice. You should not act on the basis of anything contained on the Digital Applications or in the Content without first obtaining any necessary or prudent professional advice.

All care and diligence is taken to ensure the accuracy and currency of information. However, your use of the Content and the Digital Applications is at your risk. The Content and the Digital Applications are provided “as is” and you accept and use them at your own risk. You have received no promise, guarantee, representation, warranty or undertaking regarding the profitability of or any other consequence or benefit to be obtained from use of the Content or the Digital Applications, except as expressly specified in these Terms of Service.

To the full extent it is lawful or possible to do so and except as may be expressly specified in these terms of service, all conditions, warranties, representations and liability, whether express or implied, are disclaimed and excluded as to the content and the digital applications and their description, quality, performance or fitness for purpose. in particular, we do not warrant that the operation or performance of the digital applications will be uninterrupted or error-free, except as may be expressly specified in these terms of service.

Adrennial, its affiliates, related bodies corporate, directors, officers, agents, employees, contractors, editors, moderators, consultants, and authors with content on the Digital Applications, and the internet service provider hosting the Digital Applications make no representation and accept no responsibility or liability for:

error, omission, service interruption, unreliability, lack of timeliness, inaccuracy, misleading information or anything done or not;
loss of data, theft, delays, non-deliveries, misdeliveries, or service interruptions caused by their negligence, errors or omissions;
demands, claims, actions, proceedings, settlements, liability, expenses, damages, costs or losses of any type which may be incurred (either actual or contingent) in the event of any loss, damage, destruction of tangible or intangible property (including equipment, computer programs and data or any loss of use of any of them), death, bodily injury, disability, sickness, disease, mental incapacity, insanity, accident or event whether relating to you or third parties, wilful, unlawful or negligent act or omission or breach of the law, violation of any statute, regulation, by-law or ordinance; or
special, incidental, indirect, consequential, exemplary, or punitive damages of any type (including damages for loss of profits, business interruption, or loss of reputation, data or computer programs);
whether based on contract, equity, statutory law, tort, criminal law, property, bailment, trust, unjust enrichment or any other legal theory, arising out of the delivery, installation, training, consumption, use, performance or support of the Content or the Digital Applications or if you use, upload, download, or act in reliance on any representation, information or data contained, linked or distributed through the Content or the Digital Applications

To the extent permitted by applicable law, adrennial’s total liability for any claims arising from or relating to the service is limited to the greater of: (a) the amount of revenue that adrennial has paid to you from your use of the service in the months befoe the date of your notice, in writing, to adrennial of the claim and (b) usd$500.

The disclaimers limitations of liability, exclusions of liability, and recommendations in the preceding paragraphs apply to all content on the digital applications and any alerts, newsletters, broadcast emails or other materials associated with the digital applications.

Termination

Without limitation to other provisions in these Terms of Service, Adrennial may at its discretion refuse to provide the Service, refuse to provide your IP address with access to this Digital Applications, or may suspend or terminate any access or account you may seek or have for the Digital Applications. Adrennial may do so, for example but without limitation, if it believes you will breach or have breached these Terms of Service or have submitted false, inaccurate, untrue, unauthorized or incomplete information or Content; if a request is made by law enforcement or other government or regulatory authorities; or due to technical difficulties. This includes any access right you may have as a Registered User. Further, these Terms of Service are revocable at any time without notice and with or without cause.

Construction

In these Terms of Service, unless the context otherwise requires:

a reference to any legislation, regulation, proclamation, ordinance, by-law, industrial award or other statutory instrument or rules includes a reference to all legislation, regulations, proclamations, ordinances, by-laws, industrial award and statutory instruments or rules amending, consolidating or replacing it or made or issued under it;
a reference to these Terms of Service is a reference to these Terms of Service as may be varied, supplemented, novated, or replaced from time to time;
words in the singular number include the plural and vice versa;
headings, underlines, indexes and lists of contents are for convenience only and have no effect on interpretation;
“including” and like terms mean “including but not limited to”;
a failure to comply, observe or perform an obligation constitutes a breach of an obligation; and
no rules of construction apply to the disadvantage of one party on the basis that it offered or drafted these Terms of Service or part of it

Privacy policy

By using the Digital Applications, you acknowledge that you have read our privacy policy statement and consent to it.

General

Relationship of parties

Nothing in these Terms of Service is to be taken to create a fiduciary relationship or a relationship of partnership, agency, employment, trust or joint venture between any of the parties.

Limitation

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Digital Applications will be barred if it is not filed within one (1) year of the cause of action arising.

Variation

These Terms of Service or any part of them may be varied, modified, amended, added to or substituted only by a document in writing executed by the parties.

Waiver

No provision of these Terms of Service is to be taken to be waived except by express written consent executed by the party which is claimed to have waived the relevant provision.

Severability

If a provision, or part of it, of these Terms of Service is held invalid, unenforceable or illegal by a judicial authority for any reason, then that provision or part must be read down if possible but if that cannot be done then it must be severed and the balance of these Terms of Service will otherwise remain in full force.

Governing law and jurisdiction

You acknowledge and agree that these Terms of Service govern your relationship with Adrennial and are to be interpreted and governed by the laws of the State of California without respect to any conflict of laws principles.

Email: [email protected]

Last updated: July 15, 2021

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