1. Accept

a. In order to use our website, you must be at least 18 years old or at the age of majority in your jurisdiction, whichever is greater. If you are not at the age of majority, you are prohibited by law to use the website.

b. The consideration of your acceptance to the Terms is we are giving you a Grant of Use in accordance with Section 2 on this subject.

2. Grant of Right to Use

a. We are granting you a non-exclusive, non transferable, and defined right to access, non-publicly open and use the website, inclusive of the content available within but also subject to the restrictions of the website. Your access and use is only limited to personal and noncommercial purposes.

b. We can terminate this grant for any reason and at our sole discretion, with or without prior notice. Upon the cessation of this grant, we may but are not compelled to: (i) remove or deactivate your account, (ii) shut off your IP and/or email addresses or under other conditions, completely halt your ability to use and access the website, and/or erase any of your User Submissions. After the termination, you agree to not use or even attempt to use the website’s services. Along with the termination, your Grant of Use will also be revoked, but all the other sections of these Terms shall continue to take effect. You accept that we are not answerable to you or to any third-party.

3. User Submissions

a. You are entirely responsible for any and all materials you upload, submit, transmit, create, modify or otherwise make available via the Website, including any sound files that you create, modify, transmit or download through the Website (collectively, 'User Submissions'). User Submissions cannot always be withdrawn. You acknowledge that any disclosure of personal information in User Submissions may make you personally identifiable and that we do not guarantee any confidentiality with respect to User Submissions.

b. You shall be solely responsible for any and all of your own User Submissions and any and all consequences of uploading, submitting, modifying, transmitting, creating or otherwise making available the User Submissions. For any and all of your User Submissions, you affirm, represent and warrant that:
Is copyrighted, protected by trade secret or trademark laws, or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have explicit permission from the rightful owner to submit the material and to grant us all of the license rights granted herein; Is obscene, vulgar, illegal, unlawful, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, invasive of privacy or publicity rights, hateful, racially or ethnically offensive, inflammatory, or otherwise inappropriate as decided by us in our sole discretion; Depicts illegal activities, promotes or depicts physical harm or injury against any group or individual, or promotes or depicts any act of cruelty to animals; Impersonates any person or entity or otherwise misrepresents you in any way, including creating a false identity; Would constitute, encourage or provide instructions for a criminal offense, a violation of the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; Is unsolicited or unauthorized advertising, promotion, 'spam' or any other form of solicitation.

c. We claim no ownership or control over User Submissions or Third Party Content. You or a third-party licensor, as appropriate, retain all copyrights to User Submissions and you are responsible for protecting those rights as appropriate. You irrevocably grant us a world-wide, non-exclusive, royalty-free, perpetual, non-cancelable, sub-licenseable license to reproduce, publicly perform, publicly display, distribute, adapt, modify, publish, translate, create derivative works of and otherwise exploit User Submissions for any purpose, including without limitation any purpose contemplated by the Website and these Terms. You also irrevocably waive and cause to be waived against us and any of our users any claims and assertions of moral rights or attribution with respect to User Submissions.

d. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to User Submissions. Specifically, you represent and warrant that you own the title to the User Submissions, that you have the right to upload, modify, access, transmit, create or otherwise make available the User Submissions on the Website, and that uploading the User Submissions will not infringe upon any other party's rights or your contractual obligations to other parties.

e. You acknowledge that we may at our sole discretion refuse to publish, remove, or block access to any User Submission for any reason, or for no reason at all, with or without notice.

f. Without limiting the other indemnification provisions herein, you agree to defend us against any claim, demand, suit or proceeding made or brought against us by a third-party alleging that your User Submissions or your use of the Website in violation of these Terms infringes or misappropriates the intellectual property rights of any third-party or violates applicable law and you shall indemnify us for any and all damages against us and for reasonable attorney's fees and other costs incurred by us in connection with any such claim, demand, suit or proceeding.

4. Intellectual Property

a. The website’s content, not including Third Party Content and User Submissions, but including all other things such as text, logos, service marks, photographs, designs, graphical images, etc., are owned by and/or licensed to us. (It is collectively known in this document as “Proprietary Materials.”) Proprietary Materials are under copyright and trademark laws, as well as any law applicable to the area of jurisdiction. We retain all rights over our Proprietary Materials.

b. Unless you have a written consent or permission, you agree not to copy, modify, transmit, publish, or take part in the transfer or sale of any derivative works of any Content.

5. Content on the Website

a. When using the website, you understand and accept that you will be unsheltered to content from various sources including content on the website made available by other individuals or parties (may be referred to as “Third-Party Content”). We are not responsible and certainly not in control of third party content. You accept and acknowledge that you may be exposed to offensive, questionable, or inaccurate Third-Party Content that you may find objectionable or may contain things that may cause harm to your computer systems, and hereby agree to waive any legal remedies or equitable right you may have against us concerning thereto.

b. We do not own or have any control over Third-Party Content. Third parties hold all the rights to Third-Party Content and they are answerable for protecting those rights as they see fit.

c. You accept and agree that we take no responsibility for keeping track of the Website with regard to inappropriate conduct or content. In the event that we monitor such content in our sole discretion, we are not responsible for such content and we are under no obligation to remove or modify such content and do not assume liability for the conduct of the parties or individuals submitting those content (these includes User Submissions and Third-Party Content).

6. The User Conduct

a. You show and authorize that all the information you provided and the content that you submitted is accurate and up-to-date, and that you have the needed rights, authority, and power to (i) comply with these Terms, (ii) provide us your User Submissions, amd (iii) carry out the acts require to you by these Terms.

d. You unequivocally authorize us to record and monitor any of your activities on the website;

c. As a condition of your use of the Website:

1. To use the website legally and not for any illegal or unlawful purpose, and in any way that is in violation of these Terms;

2. To concede to all applicable laws and regulations whether that’s local, national, or international;

3. Not use the website in a manner that may lead us to exposure of criminal and civil liability;

4. To be solely responsible for all acts and failings that may occur as a result of using the website;

5. That you have all the rights and authority to provide us your User Submissions and handle and manage them through or on our website;

6. Not to use any data mining tools, robots, crawlers, or any other automated means monitor, download, or use the content or data from the website;

7. Not to harass or stalk anyone by way of our website;

8. Not to falsify headers or other data that hides the origin of any transmitted informations;

9. Not to interfere with the website’s security-related features that may prevent or impede the copying or using of content or may hamper the use of the website or its content;

10. Not to commercially exploit the website or make its content available to any third party. You acknowledge that you would not license, sell, transfer, or distribute any content of the website to any third party;

11. Not to make available through the website content that has viruses, malware, or any file and programs created to destroy the function of the computer system, software, hardware, or equipment;

12. Not to “mirror” or “frame” the website, meaning to make it viewable on your own website or other websites;

13. You agree not to reverse engineer any portion of the Website.

d. We reserve the right to take pertinent action against anyone that uses the website illegally, including the termination of the grant of use. Any usage of the website that are not specified in these Terms are deemed illegal and unauthorized and is a violation of these Terms and may also be a violation of certain local, national, or international laws.

e. In addition to termination of the grant of use of the Website, any violation of this Agreement, including the provisions of this Section 6, shall subject you to liquidated damages of ten thousand dollars ($10,000) for each violation. In the event that your violation results in legal action (whether against you or against us by any party) or physical or emotional harm to any party, you shall be subject to liquidated damages of One Hundred and Fifty Thousand Dollars ($150,000) for each violation. We may, in our discretion, assign any such damage claim or portion thereof to a third party that has been wronged by your conduct. These liquidated damages provisions are not a penalty, but instead an attempt by the Parties to reasonably ascertain the amount of actual damage that could occur from such a violation. You acknowledge and agree that the amount of these liquidated damages is a minimum and that if actual damages are greater you shall be liable for the greater amount. If a court of competent jurisdiction finds that these liquidated damages are unenforceable to any extent, then the liquidated damages shall be lowered only by the extent necessary for them to be enforceable.

7. Services

a. You acknowldge that the website is a general purpose tool and a search engine. In particular, but without restriction, the website allows you to search music on YouTube. Additionally, the website allows you to download audio from videos on YouTube. Hence, the website may only be used in accordance with this purpose. Any violation of the law is never encouraged and condoned.

b. We do not store or keep a copy of User Submissions until a reasonable and brief period of time that enables users to download their content.

8. Fees

a. You accede that we reserve the right to impose payment on all our services and to make changes to our fees and subscriptions from time to time. If you have breached these Terms and we decided to terminate your grant of use, you shall not hold the right to a refund, whether in full or in part. Also, such fees shall be regulated by additional terms, rules, agreements, or conditions that will be posted in the website and/or established by a payment processing company or by any sales agent, as may be modified from time to time.

9. Privacy

a. We retain a separate Privacy Policy and your assent to these Terms also signifies your assent to the Privacy Policy. We reserve the right to amend the Privacy Policy at any time by posting such amendments to the Website. No other notification may be made to you about any amendments. Your continued use of the Website following such amendments will constitute your acceptance of such amendments, regardless of whether you have actually read them.

10. Copyright Complaints

a. We respect the intellectual property rights of others. You may not infringe the copyright, trademark or other proprietary informational rights of any party. We may in our sole discretion remove any Content we have reason to believe violates any of the intellectual property rights of others and may terminate your use of the Website if you submit any such Content.

b. As a section of our Repeat Infringement Policy, any user that submits material that we receive three effective and good-faith complaints of within any contiguous six-month period will have their use of the website terminated.

c. Even if we are not under the United States law, we willingly comply with the DMCA or Digital Millennium Copyright Act. Pursuant to DMCA, specifically at Title 17, Section 512(c)(2) of the United States Code, if you have reason to believe that any of your copyrighted material is being infringed on the Website, we are appointing an agent that received your claims and notifications. All claims and notifications shall be emailed to
[email protected].

d. All infringement notifications that are not appropriate or legally inadequate will not be acted upon. A relevant notification should include:

1. Description of the copyrighted work that is believed to be violated. Include copy or copies or links to the authorized version of the work.

2. Add other pertinent information such as URL that will enable us to locate the material.

3. Your contact information such as a physical address, telephone number, and email address.

4. A statement that specifies your belief in good faith (under the penalty of perjury) that the material in question was not authorized by the law, by you, or your agents.

5. A statement on the accuracy of the information presented and that you are the owner (or authorized by the owner) of the work that is supposedly infringed.

6. A signature, whether it’s physical or electronic, from the copyright holder or his authorized representative.

e. In the spirit of fairness, if a search result or submission to the website is removed because of a notification of claimed copyright infringement, you may provide a counter-notification in writing that includes the following:

1. Your signature, whether in electronic or physical form.

2. Description of the material in question and if possible, the location of the material appeared before it was removed.

3. YA statement, under the punishment of perjury, that you have a belief in good faith that the material being removed is a result of a mistake or misidentification.

4. Your name, physical address, phone number, email address and an affidavit that you accede to the court’s jurisdiction in your provided address, Anguilla, and the location of the alleged copyright owner is situated.

5. A statement that you will acknowledge service of process from the professed copyright owner or his authorized agent.

11. Indemnification and Release

a. You acknowledge and agree that you indemnify us and hold us innocent from all third party claims, damages, and expenses, inclusive of attorney’s fees that resulted from your use of the website or from violating and breaching the terms.

b. In the event that you have a conflict with other user or users or any other third parties, you hereby agree to release us, including anyone that works for us and the successors-in-rights, from demands, claims, actual and consequential damages of any type and nature, suspected or unsuspected, known or unknown, disclosed or undisclosed, or anything that may result or related to these disputes and/or the website.

12. Disclaimer of Warranties and Limitations of Liabilities

a. Please read this section thoroughly as it limits our liability to the maximum extent allowable under applicable law (and no further).

b. The website may have links connecting to third-party websites which are totally independent from us. We are in no way answerable or responsible for any of those third-party websites’ content , practices, privacy policies, and authenticity of information. We don’t have the right nor the capacity to edit and modify the content of these websites. You accept that we are not liable from anything that may arise from your usage of these third-party websites..

c. The website is provided as is, which means, you are using the services at your own risk and there is no warranty, statutory or implied. We expressly and specifically disclaim to the fullest extent any implied warranties of merchantability, non-infringement, accuracy of information, integration, suitability for a particular purpose, quiet enjoyment, or interoperability. We disclaim any warranties for viruses, malware, and other harmful components in relation to our website and the use of the website’s service. There are some jurisdictions that do not avow the disclaimer of implied warranties, therefore in such areas of authority, some of the aforementioned disclaimers may not be applicable to you or be limited inasmuch as they relate to such implied warranties.

d. UNDER NO CONDITIONS SHALL WE BE RESPONSIBLE AND LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT RESULT FROM ANY FACET OF YOUR USE OF THE WEBSITE, WHETHER, WITH LIMITATION, SUCH DAMAGES IS A PRODUCT OF (i) YOUR USE, MISUSE, MISHANDLING OR INCAPABILITY OF USING THE WEBSITE; (ii) YOUR DEPENDENCE ON ANY CONTENT ON THE WEBSITE, (iii) THE SUSPENSION, INTERRUPTION, MODIFICATION, AND COMPLETE DISCONTINUATION OF THE WEBSITE OR (iv) THE TERMINATION OF OUR SERVICES WITH OUR DISCRETION. THESE LIMITATIONS ARE ALSO APPLICABLE WITH RESPECT TO DAMAGES THAT RESULTED BECAUSE OF THE USE OF OTHER SERVICES AND/OR PRODUCTS ADVERTISED OR RECEIVED IN CONNECTION WITH THE WEBSITE.

e. WE DO NOT GUARANTEE THAT (i) THE WEBSITE WILL COMPLETELY MEET YOUR EXPECTATIONS AND REQUIREMENTS; (ii) THE WEBSITE WILL BE ERROR-FREE, 100% SECURE, UNINTERRUPTED, AND ALWAYS TIMELY; (iii) THE OPERATIONS AND RESULTS OBTAINED FROM THE WEBSITE’S SERVICES WILL ALWAYS BE RELIABLE AND ACCURATE; (iv) THE QUALITY OF THE RESULTS, SERVICES, INFORMATION, CONTENT OR ANY OTHER MATERIAL ACQUIRED THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; AND (v) ANY INACCURACIES AND ERRORS IN THE CONTENT WILL BE FIXED OR CORRECTED.

f. ANY CONTENT THAT YOU PROCURED FROM THE WEBSITE IS OBTAINED AT YOUR OWN RISK AND DISCRETION. IF THE CONTENT RESULTS TO DAMAGE OR DATA LOSS TO YOUR COMPUTER SYSTEM OR DEVICE, YOU ARE SOLELY RESPONSIBLE FOR IT.

g. THE ONLY REMEDY TO YOUR DISSATISFACTION WITH THE WEBSITE IS TO TERMINATE THE USE OF OUR WEBSITE. THIS IS YOUR SOLE AND EXCLUSIVE RIGHT. WITHOUT LIMITING THE AFOREMENTIONED, IN NO INSTANCE WHERE OUR MAXIMUM LIABILITY ARISING FROM OR IN RELATION TO THE USE OF OUR WEBSITES EXCEED $100 (ONE HUNDRED DOLLARS).

13. Modification of These Terms

a. We reserve the right to amend these Terms at any time by posting such amended Terms to the Website. No other notification may be made to you about any amendments. YOU ACKNOWLEDGE THAT YOUR CONTINUED USE OF THE WEBSITE FOLLOWING SUCH AMENDMENTS WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH AMENDMENTS, REGARDLESS OF WHETHER YOU HAVE ACTUALLY READ THEM.

14. General Terms

These Terms, as amended from time to time, constitute the entire agreement between you and us and supersede all prior agreements between you and us and may not be modified without our written consent. Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party. These Terms are not assignable, transferable or sub-licensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. You agree that we may provide you with notices by e-mail, regular mail, or postings to the Website. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the term 'including' is illustrative and not limitative. If this agreement is translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.