Please read these Terms and Conditions of Use carefully before using our websites, including but not limited to the following websites: xxx.com. This document sets forth the terms and conditions (the "Terms") under which xxx.com ("we") provides services to you on its websites, including but not limited to the websites listed above (collectively, the "Website"). These Terms constitute a contractual agreement between you and us. By accessing, visiting, using and/or participating in (collectively, "Using") the Website, you indicate your understanding and acceptance of these Terms. As used in this document, "you" or "your" means you, any entity you represent, you or its representatives, successors, assigns and affiliates, and any of your or their devices. If you do not agree to be bound by these Terms, please leave the Website and discontinue use.
1. Eligibility
You must be at least eighteen (18) years of age to use the Website, unless the age of majority in your jurisdiction is greater than eighteen (18), in which case you must be at least the age of majority in your jurisdiction. Use of the Website is not permitted where prohibited by law.
In consideration of your acceptance of these Terms, we provide you with the right to use the Site in accordance with Section 2 of these Terms. You acknowledge and agree that this consideration is sufficient and that you have received it.
2. License to Use
We grant you a non-exclusive, non-transferable, limited right to access, non-publicly display, and use the Site, including all content available therein (the “Content”), on your computer or mobile device, subject to these Terms (subject to the restrictions on the Site). You may access and use the Site only for your personal, non-commercial use.
We may terminate this license for any reason, in our sole discretion, without prior notice. Upon termination, we may (but have no obligation to) delete or deactivate your account, (ii) block your email and/or IP address or otherwise terminate your use and ability to use the Site, and/or (iii) remove and/or delete any of your User Submissions (defined below). You agree not to use or attempt to use the Site following termination. Upon termination, your grant of right to use the Site will terminate, but all other portions of these Terms will survive. You acknowledge that we shall not be liable to you or any third party for any termination of your authorization to use.
3. Intellectual Property
The content on the Site (excluding User Submissions and Third Party Content (as defined below)), but including other text, graphic images, photographs, music, video, software, scripts and trademarks, service marks and logos contained therein (collectively, the "Proprietary Materials"), is owned by us and/or licensed to us. All Proprietary Materials are protected by copyright, trademark and/or other rights under the laws of applicable jurisdictions, including domestic laws, foreign laws and international conventions. We reserve all rights in and to the Proprietary Materials.
Except as otherwise expressly permitted, you agree not to reproduce, modify, publish, transmit, distribute, participate in the transfer or sale, create derivative works, or in any other way exploit the Content, in whole or in part.
4. User Submissions
You are solely responsible for any materials that you upload, submit, transmit, create, modify or otherwise make available through the Site, including any sound files that you create, modify, transmit or download through the Site (collectively, the "User Submissions"). User Submissions are not revocable at any time. You acknowledge that the disclosure of any personal information in your User Submissions may make you personally identifiable and that we do not guarantee any confidentiality with respect to User Submissions.
You are solely responsible for all of your own User Submissions and all consequences of uploading, submitting, modifying, transmitting, creating or otherwise making available User Submissions. With respect to all of your User Submissions, you affirm, represent and warrant that:
You own or have the necessary licenses, permissions, rights or consents to use and authorize us to use all trademarks, copyrights, trade secrets or other proprietary rights in the User Submissions for any and all purposes contemplated by the Site and these Terms;
You will not post or allow anyone else to post any material depicting sexually explicit conduct; and
You have the written consent, authorization and/or permission of each and every identifiable individual person in the User Submissions to use the name and/or likeness of each and every such identifiable individual person to use the User Submissions for any and all purposes contemplated by the Site and these Terms.
You further agree that you shall not upload, submit, create, transmit, modify or otherwise make available any Content that:
is copyrighted, protected by trade secret or trademark laws, or protected by third party proprietary rights (including rights of privacy and publicity), unless you are the owner of such rights or have the express permission of the rightful owner to submit the material and grant us all of the license rights granted herein;
is obscene, vulgar, unlawful, illegal, defamatory, fraudulent, libelous, harmful, harassing, abusive, threatening, infringing that violates rights of privacy or publicity, is hateful, racially or ethnically offensive, inflammatory, or is otherwise inappropriate, as determined in our sole discretion;
describes illegal activities, advocates or depicts physical harm or injury to any group or individual, or advocates or depicts any act of animal cruelty;
impersonates any person or entity or otherwise misrepresents your intent, including by creating a false identity;
constitutes, encourages or provides instructions for criminal conduct, violates the rights of any party, or otherwise creates liability or violates any local, state, national or international law; or
Materials that are computer codes, files or programs that interfere with, destroy, limit or monitor the functionality of any computer software or hardware or any telecommunications equipment;
You agree not to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available the Site or any Content to any third party;
You agree not to "frame" or "mirror" the Site; and
You agree not to reverse engineer any portion of the Site.
We reserve the right to take appropriate action, including civil, criminal and injunctive remedies and termination of any user's use of the Site, for any unauthorized use of the Site. Any use of the Site and our computer systems not authorized by these Terms is a violation of these Terms and certain international, foreign and domestic criminal and civil laws.
In addition to termination of the license granted to use the Site, any violation of this Agreement, including the provisions of this Section 6, may subject you to liquidated damages of Ten Thousand U.S. Dollars ($10,000) for each such violation. If your breach results in legal action (whether against you or us) or causes physical or emotional injury to either party, you will be liable for liquidated damages in the amount of one hundred and fifty thousand dollars ($150,000) for each breach. We may, in our sole discretion, assign any such claim for damages, or a portion thereof, to a third party that is being unfairly treated as a result of your conduct. These liquidated damages provisions are not penalties, but are an attempt by the parties to reasonably determine the actual amount of damages that may be caused by such breach. You acknowledge and agree that these liquidated damages are minimums and that if actual damages are higher, you will be liable for the higher amount. If a court of competent jurisdiction finds these liquidated damages to be unenforceable to any extent, the liquidated damages shall be reduced only to the extent necessary to make them enforceable.
7. Website Services
You acknowledge that the Website is a general purpose search engine and tool. Specifically, but not limited to, the Website allows you to search for music on multiple websites. In addition, the Website is a general purpose tool that allows you to download audio files from videos and audio elsewhere on the Internet. The Website may only be used in accordance with the law. We do not encourage, condone, induce or permit any use of the Website that may violate any law.
We will not store any user submitted content for more than a brief period to give users a chance to download their content.
8. Fees
You acknowledge that we reserve the right to charge for some or all of our services and to change fees at any time in our sole discretion. You will not be entitled to a refund of any portion of the fees if we terminate your use of the Site for breach of these Terms. In all other respects, such fees shall be subject to additional rules, terms, conditions or agreements posted on the Site and/or imposed by any sales agent or payment processing company, as may be amended from time to time.
9. Privacy Policy
We maintain a separate Privacy Policy. Your assent to these Terms constitutes your assent to the Privacy Policy. We reserve the right to modify the Privacy Policy at any time and terminate this Agreement by posting such revisions on the Site. We will not provide you with any other notice of any revisions. Your continued use of the Site after revisions constitutes your acceptance of such revisions, whether or not you have actually read them.
10. Copyright Notice
We respect the intellectual property rights of others. You may not infringe upon the copyright, trademark or other proprietary information rights of any party. We may remove any content that we reasonably believe infringes upon the intellectual property rights of others, and we may terminate your use of the Site if you submit any such content, at our sole discretion.
Repeat Infringer Policy. As part of our repeat infringer policy, any user's permission to use the Site will be terminated if we receive three good faith and valid complaints of material infringing upon their use within a six-month period.
Although we are not subject to the laws of the United States, we voluntarily comply with the Digital Millennium Copyright Act. Pursuant to Title 17, United States Code, Section 512(c)(2), we have designated an agent to receive notifications of claimed copyright infringement if you believe that any of your copyrighted material has been infringed on by the Site. Notifications should be sent by email to contact@TTKDown.com.
No response or action will be taken against any notifications we make that are not valid or are not legally valid. A valid notification of claimed infringement must be sent to our agent in writing and include substantially the following:
Identification of the copyrighted work claimed to have been infringed. Please describe the work and, if possible, the location (e.g., URL) of a copy or authorized version of the work;
Identification of the material that is claimed to be infringing and its location, or, for search results, identification of references or links to material or activity that is claimed to be infringing. Please describe the material and provide the URL or any other relevant information that will allow us to locate the material on the Site or on the Internet;
Information that enables us to contact you, including your address, telephone number, and, if available, your email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law;
A statement that the information in the notification is accurate and, under penalty of perjury, that you are the owner of the work that has allegedly been infringed or are authorized to act on the owner's behalf; and
A physical or electronic signature of the copyright owner or authorized representative.
If your User Submissions or the Site's search results have been removed pursuant to a notification of claimed copyright infringement, you may provide us with a counter-notification, which must be in writing and communicated to us atWe must provide a copy of the material that you have requested to remove or disable, and a copy of the material that you have requested to remove or disable, to the satisfaction of us, that includes substantially the following:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material to be removed or disabled;
Your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of the courts located in Anguilla and the alleged copyright owner at the address you provide; and
A statement that you will accept service of process from the alleged copyright owner or its agent.
11. Modifications to These Terms
We reserve the right to modify these Terms at any time by posting the modified Terms on the Site. We will not provide you with any other notice of any modifications. You acknowledge that your continued use of the Site after modifications have been made will constitute your acceptance of such modifications, whether or not you have actually read them.
12. Indemnification and Release
You hereby agree to indemnify us and hold us harmless from any and all damages and third-party claims and expenses (including attorneys’ fees) arising out of your use of the Site and/or your violation of these Terms.
If you have a dispute with one or more other users or any third party, you hereby release us, our officers, employees, agents, and successors in title from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes and/or the Site.
13. Disclaimer and Limitation of Liability
Please read this section carefully as it limits our liability to the maximum extent permitted by applicable law (but without further limitation).
The Site may contain links to third-party websites that are independent of us. We are not responsible for the content, privacy policies or practices of third-party websites, and do not make any representations or warranties as to the accuracy, completeness or authenticity of the information contained on third-party websites. We do not have the authority or ability to edit the content of any third-party website. You acknowledge that we are not responsible for any and all liability arising from your use of any third-party websites.
The Website is provided on an "as is" basis without warranties or conditions of any kind, whether express, implied or statutory. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of information, integration, interoperability or quiet enjoyment. We make no warranties regarding viruses or other harmful components associated with the Website. Some jurisdictions do not allow the disclaimer of warranties, so in such jurisdictions, some of the above disclaimers may not apply to you or be limited to the extent related to such implied warranties.
In no event will we be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if we have been advised of the possibility of such damages) arising out of any aspect of your use of the Website, whether such damages result from (but are not limited to) (i) your use, misuse or inability to use the Website, (ii) your reliance on any content on the Website, (iii) the interruption, suspension, modification, alteration or complete discontinuation of the Website, or (iv) our termination of the provision of services. THESE LIMITATIONS ALSO APPLY TO DAMAGES INCURRED AS A RESULT OF OTHER SERVICES OR PRODUCTS PROVIDED OR ADVERTISED ON THE SITE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO IN SUCH JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE LIMITED.
WE MAKE NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED THROUGH THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (V) ANY ERRORS IN THE CONTENT WILL BE CORRECTED.
ANY CONTENT OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. YOU ASSUME SOLE RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE USE OF SUCH CONTENT.
IF YOU ARE DISSATISFIED WITH THE SITE OR HAVE ANY OTHER DISSATISFACTION, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IS TO TERMINATE YOUR USE OF THE SITE. WITHOUT LIMITING THE FOREGO
14. LEGAL DISPUTES
To the maximum extent permitted by law, these Terms and any claim, cause of action, or dispute that might arise between you and us will be governed by the laws of Anguilla, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction and exclusive venue of the courts in Anguilla for any claim you have against us. You agree to submit to the personal jurisdiction and venue of the courts in Anguilla and any other place where you are located for any claim we have against you. You hereby waive any right to seek an alternative venue on the ground that the forum is inappropriate or inconvenient.
You agree that you may only bring claims in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
You hereby agree that as part of your consideration for these Terms, you hereby waive your right to a jury trial with respect to any dispute between us arising out of or related to these Terms or the Site. These Terms will remain enforceable even if any arbitration provision or any other provision of this Section is waived.
15.GENERAL
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 deemed a waiver of any provision or right.
If any part of these Terms is held invalid or unenforceable under applicable law, 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 will continue in effect.
Nothing herein is intended to, or will be deemed to, confer any third-party rights or remedies.
You may not assign, transfer or sublicense these Terms except with our prior written consent, but we may assign or transfer these Terms without restriction.
You agree that we may provide you with notices by email, regular mail or posting on the Site.
The section headings in these Terms are for convenience only and have no legal or contractual effect.
As used in these Terms, the word “including” is intended to be illustrative and not restrictive.
If this Agreement is translated and executed in any language other than English, and there is any conflict between the translated version and the English version, the English version shall prevail.
