MILEYCYRUS.COM Terms and Conditions

These terms and conditions (the "Terms") govern your access to and use of MILEYCYRUS.COM (the "Site"). By accessing or using the Site, you are agreeing to these Terms and entering into a legally binding contract with MCDOTCOM, INC. ("Company"). It is important that you read carefully and understand these Terms. Do not access or use the Site if you are unwilling or unable to be bound by the Terms.

Any references to "you" and "your" refer to you, as a user of the Site. References to "we", "us" and "our" refer to Company.

1. Changes to the Terms and Conditions

We may modify the Terms from time to time in our sole discretion. When changes are made, we will notify you by making the revised version available on this webpage. All material modifications will apply prospectively only. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms on this webpage. You understand and agree that your continued access to or use of the Site after any posted modification to the Terms indicates your acceptance of the modification.

2. Using the Site

We grant you permission to use the Site subject to these Terms and all restrictions contained herein. We may terminate your permission to use the Site for any conduct that we consider to be inappropriate, or for your breach of these Terms, including the Restrictions listed in paragraph 4. This determination will be made in Company's sole discretion.

Your use of the Site may expose you to content that you find offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. By accessing the Site, you agree to assume the risk of being exposed to such content that you find offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

The Site may be modified, updated, interrupted, suspended or discontinued at any time, for any or no reason, by Company in Company's sole discretion without notice or liability to Company.

You may need to register to use part of the Site. We may reject or require that you change any user name, password or other information that you provide to us in registering with the Site. Your user name and password are for your personal use only and should be kept confidential. You are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Site account. We reserve the right to close your account at any time, in our sole discretion, for any reason whatsoever or for no reason at all. Furthermore, we reserve the right to reveal your identity (including whatever information we know about you) in the event of a complaint or legal action arising from any action taken by you on the Site or in connection therewith when necessary to protect safety and security as determined by the Company in its sole discretion.

3. Content

You alone are responsible for the content of your messages or what you may post on the Site, and you agree to indemnify and hold harmless Company and our agents with respect to any claim based upon the transmission of your message(s) and/or posting(s) on the Site, if any. We reserve the right to remove any messages for any or no reason whatsoever in our sole discretion.

By posting messages, uploading files, inputting data, or engaging in any other form of communication or other type of interface through this Site, you are granting Company a royalty-free, perpetual, non-exclusive, unrestricted, fully transferable, worldwide license to: (1) use, copy, sublicense, adapt, transmit, publicly perform, or display any such communication; and (2) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to any content you provide to the Site. The foregoing rights shall include the right to exploit any proprietary rights in such content, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction.

All material on the Site, including, but not limited to, text, data, graphics, logos, button icons, images, audio clips, video clips, links, digital downloads, data compilations, and software is owned, controlled by, or licensed to Company and is protected by copyright, trademark, and other intellectual property rights. Material on the Site is made available solely for your personal, non-commercial use and may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the express prior written consent of Company in each instance in Company's sole discretion. You may download material intentionally made available for downloading from the Site for your personal, non-commercial use only, provided that you keep intact any and all copyright and other proprietary notices that may appear on such materials.

4. Restrictions

The following rules, policies, and disclaimers shall apply to and/or govern your use of the Site (including, without limitation, any bulletin boards, chat rooms, or other online services provided on this Site). We do not review every message or confirm the accuracy or validity of information posted and are not responsible for the content of any postings. We do not actively monitor the contents of the postings and are not responsible for the content of any postings. We do not vouch for or warrant the validity, accuracy, completeness, or usefulness of any message or information posted. The contents of the postings do not represent the views of Company, or any person or entity associated with Company, including, without limitation, Miley Cyrus. If you feel that any posting is objectionable, we encourage you to contact us by email. Upon our review and determination that it is objectionable in our sole discretion, we will make every effort to remove objectionable content. Please understand that removal or editing of any posting is a manual process and might not occur immediately.

A. You agree not to, and will not assist, encourage, or enable others to use the Site to:

1. Post any material that is knowingly false and/or defamatory, inaccurate, abusive, vulgar, obscene, profane, hateful, racist, sexist, homophobic, anti-LGBTQA+, harassing, sexually oriented, threatening, invasive of anyone's privacy, or otherwise in violation of any law;
2. Post or transmit any material in violation of a third party's copyright or other intellectual property or proprietary rights;
3. Post or transmit any information or software that contains a virus, worm, defects, Trojan horses or other items of a harmful, disruptive or deleterious nature;
4. Engage in any commercial activity (including, but not limited to, sales of products or services, contests or sweepstakes) without Company's prior written consent;
5. Solicit, request or collect personal information for commercial or unlawful purposes;
6. Solicit personal information from minors;
7. Send bulk emails, surveys, or other mass messaging whether commercial in nature or not;
8. Engage in keyword spamming, or otherwise attempt to manipulate the Site's search results;
9. Misuse artificial intelligence on the Site; or
10. Impersonate any other individual or entity.

B. You also agree not to, and will not assist, encourage, or enable others to:

1. Restrict or inhibit any other user from using and enjoying the Site (for examples, by means of hacking or defacement);
2. Utilize any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site;
3. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
4. Record, process or mine information about other users;
5. Reformat or frame any portion of the Site;
6. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on technology infrastructure or otherwise make excessive traffic demands of the Site;
7. Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
8. Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
9. Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site; or
10. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site content or features that enforce limitations on the use of the Site.

C. Prohibited Conduct. Notwithstanding the foregoing, the following conduct is absolutely prohibited on the Site:

1. Use another person's account, impersonate any person or entity, or misrepresent your affiliation with any person or entity, whether actual or fictitious;
2. Use an inappropriate username or screen name;
3. Insert your own or a third party's advertising, marketing or other promotional content into any Site, or post, upload, transmit or submit such content as part of Your content, if permitted to upload any content;
4. Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, "mirror," duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Site, by any means except as provided for in these Terms or with the prior written consent of Company in Company's sole discretion;
5. Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site, through any means, including through means not intentionally made publicly-available or provided through the Site;
6. Scrape, access, monitor, index, frame, link, or copy any content or information on the Site by accessing the Site in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Site through a browser or accessing the Site through any API provided or approved by Company, or otherwise engage in any automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including, without limitation, any information residing on any server or database connected to the Site;
7. Use the Site in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or "flooding" servers;
8. Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, harm, or limit the functionality of any computer software or hardware or telecommunications equipment;
9. Use the Site for benchmarking, or to compile information for a product or service;
10. Frame, inline link, or similarly display the Services or any portion of the Site;
11. Use the Site in violation of our or of any of the Parties' or Related Parties' intellectual property or other proprietary or legal rights, or of the rights of any third party;
12. Use the Site in violation of any law;
13. Attempt (or encourage or support anyone else's attempt) to circumvent, reverse-engineer, decrypt, or otherwise alter or interfere with, the Site;
14. Facilitate violations of these Terms or the Sites' Privacy Policy;
15. Post any trade secrets or other confidential information, or post any material that You do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
16. Post, transmit, publish or otherwise disseminate through the Site any content that Company determines, in its sole discretion: (i) is vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, harmful, harassing, inflammatory, threatening, abusive, libelous, defamatory, invasive of another's privacy, or otherwise unlawful; (ii) is false, misleading, or inaccurate; (iii) promotes sexually explicit or pornographic materials, violence, or any illegal acts; (iv) infringes on our or any third party's intellectual property or other legal rights, or otherwise violates any law; (v) is derogatory or harmful to our reputation or to the reputation of any of person in any way; (vi) gives the impression that they emanate from or are endorsed by us or any other person or entity, if that is not the case; or (vii) is otherwise inappropriate; or
17. Attempt to indirectly undertake any of the foregoing.

5. Unsolicited Submissions

Company and its affiliated entities and persons, including Miley Cyrus, do not, and will not, accept or consider unsolicited creative materials, including, without limitation, sound recordings, musical compositions, scripts, or any creative materials of any kind (collectively, the "Submission"). If, despite our policy, you still have submitted unsolicited material to us then we will not be obligated to treat your Submission as confidential or proprietary and, by making such a Submission, you will be deemed to have acknowledged that i) Company has no obligation and shall not be liable to you or to any person claiming through you based on such Submission and ii) you relinquish any claim whatsoever based upon your submission, including any intellectual property rights, implied contract rights, or quasi-contract rights.

6. Privacy Policy

Use of the Site is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

7. Third Parties

The Site may include links to other websites or applications or may provide access to other website or applications owned and/or operated by third parties (each, a "Third Party Site"). Unless otherwise noted, Company does not operate, control or endorse any information, products, or services on any Third Party Site. You agree that we are not responsible for the availability or contents of any Third Party Sites or how those Third Party Sites utilize data collected from your accessing of that Third Party Site or the Site, and that your use of the Site or any Third Party Site is at your own risk. Company makes no representation or warranty relating to any Third Party Site and shall not be liable for any conduct by the Third Party Site even if the Third Party Site interacts with the Site (i.e., Third Party Site scrapes data from the Site).

8. Indemnification

You agree to indemnify, defend and hold harmless Company and its affiliated companies, officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, resulting from (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) your use of any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

9. Warranty Disclaimer and Limitations of Liability

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF COMPANY AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS. EACH OF THESE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

A. THE SITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. COMPANY MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, COMPANY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR USE OF THE SITE.

B. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE.

C. COMPANY, ITS AFFILIATES, AND ITS SPONSORS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE OR ANY THIRD PARTY SITE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES AND/OR ANY THIRD PARTY SITE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.

D. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY THIRD PARTY SITE, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

E. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THE SITE OR ANY THIRD PARTY SITE.

F. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING HOW OFTEN THE MATERIALS OR INFORMATION POSTED ON THE SITE WILL BE UPDATED (IF AT ALL) OR THE NUMBER OR IDENTIFICATION OF THE RECORDING ARTISTS OR OTHER INDIVIDUALS (IF ANY) THAT WILL BE FEATURED ON THE SITE.

10. Void Where Prohibited

Although this Site is accessible worldwide, not all products or services discussed or referenced on this Site are available to all persons or in all geographic locations. Company reserves the right to limit, in its sole discretion, the provision and quantity of any product or service to any person or geographic area it so desires. Any offer for any product or service made in this Site is void where prohibited.

11. Making Purchases

If you wish to purchase products or services described on the Site, you may be asked to supply certain information including credit card or other payment information. By initiating a transaction you warrant and represent that you (A) are eighteen (18) years of age or older and (B) have the legal right to use the payment means you select. You agree that all information that you provide will be accurate, complete and current. You agree to pay all charges, including shipping and handling charges, incurred by users of your credit card or other payment mechanism at the prices in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Company will be entitled to change the pricing and availability of any particular product(s) or service(s) without prior notice at any time in Company's sole discretion. Company does not offer refunds in the event of temporary or permanent price drops following purchase at higher prices. All sales of digital content are final and non-refundable.

12. Rules for Promotions

Any contests, sweepstakes, surveys, games or similar promotions (collectively "Promotions") that may be made available through the Site may be governed by specific rules that are separate from these Terms. By participating in any such Promotions, you will become subject to those rules, which may vary from the Terms set forth herein. Company advises you to review carefully any specific rules applicable to a particular Promotion and to review our Privacy Policy which, in addition to these Terms, governs any information you submit in connection with such activities. To the extent that the rules for a Promotion conflict with these Terms, the Promotion rules shall control.

13. Choice of Law and Venue

These Terms shall be governed by, and construed in accordance with, the laws of the State of California, exclusive of its choice of law rules. Each party submits to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles, California, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Each party further agrees as follows: (i) any claim brought to enforce these Terms must be commenced within one (1) year of the cause of action accruing; (ii) no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys' fees; and (iii) any claim must be brought individually and not consolidated as part of a group or class action complaint.

14. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and the Parties agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between you and either or both of the Parties, including but not limited to claims arising out of or relating to any aspect of the relationship between you and either or both of the Parties, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to your use of the Services); and claims that may arise after the termination of these Terms or agreement to arbitrate. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes through binding arbitration pursuant to this Section 14. Specifically, all claims arising out of or relating to these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Site in any way whatsoever shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1925 Century Park East, Los Angeles, CA 90067; and (c) send one copy of the Demand for Arbitration to: MCDOTCOM, INC., 700 12th Avenue South, Suite 201, Nashville, Tennessee 37203.

You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, the relevant Parties will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing or via videoconference (e.g., Zoom, Teams, etc.). For individuals residing outside the United States, arbitration shall be initiated in the State of California, United States of America or via videoconference (e.g., Zoom, Teams, etc.). You and Parties further agree to submit to the personal jurisdiction of any federal or state court in Los Angeles County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception to Arbitration—Intellectual Property and Small Claims: Notwithstanding the foregoing arbitration provision, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you used to register for your account) written notice of your decision to opt out to notices@mileycyrus.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Service or the effective date of the first set of Terms containing an Arbitration and Class Action Waiver section, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, the Parties also will not be bound by them.

This Arbitration and Class Action Waiver section shall survive any termination of your account or the Service.

15. General Terms

A. In the event that any of the provisions of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect.

B. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

C. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.

D. Any failure by Company to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

E. The Terms are not assignable, transferable or sublicensable by you except with Company's prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted to be made in violation of the Terms shall be void.

F. The section titles in the Terms are for convenience only and have no legal or contractual effect.

16. Designated Agent Under the Digital Millennium Copyright Act

The Digital Millennium Copyright Act (DMCA) provides a mechanism for notifying service providers of claims of unauthorized use of copyrighted materials. Under the DMCA, a claim must be sent to the service provider's Designated Agent. If you believe in good faith that Company should be notified of a possible online copyright infringement involving the Site, please notify Company's Designated Agent:

Please be aware that, in order to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. You are encouraged to review them (see 17 U.S.C. Sec. 512(c)(3)) before sending your notice of claim.