Terms of Service

Please review these terms and conditions of use carefully before using our websites, including, without limitation, the following websites:

www.cumverter.com

This document states the terms and conditions ("Terms") upon which CUMverter ("we" or "us") will provide service to you on its websites, including, without limitation, the above listed websites (collectively, the "Website"). These Terms constitute a contractual agreement between you and us. By visiting, accessing, using, and/or joining (collectively "using") the Website, you express your understanding and acceptance of these Terms. As used in this document, the terms "you" or "your" refers to you, any entity you represent, your 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, navigate away from the Website and cease using it.

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) years of age, 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.

The consideration for your acceptance of these Terms is that we are providing you the Grant of Use to use the Website pursuant to Section 2 hereof. You acknowledge and agree that this consideration is adequate and that you have received the consideration.

2. Grant of Use

We grant you a non-exclusive, non-transferable and limited right to access, non-publicly display, and use the Website, including all content available therein (the "Content") (subject to the restrictions of the Website) on your computer or mobile device consistent with these Terms. You may only access and use the Website for your personal and noncommercial use.

This grant is terminable by us at will for any reason and at our sole discretion, with or without prior notice. Upon termination, we may, but shall not be obligated to: (i) delete or deactivate your account, (ii) block your e-mail and/or IP addresses or otherwise terminate your use of and ability to use the Website, and/or (iii) remove and/or delete any of your User Submissions (defined below). You agree not to use or attempt to use the Website after said termination. Upon termination, the grant of your right to use the Website shall terminate, but all other portions of these Terms shall survive. You acknowledge that we are not responsible to you or any third party for the termination of your grant of use.

3. Intellectual Property

The Content on the Website, excluding User Submissions and Third Party Content (defined below), but including other text, graphical images, photographs, music, video, software, scripts and trademarks, service marks and logos contained therein (collectively "Proprietary Materials"), are owned by and/or licensed to us. All Proprietary Materials are subject to copyright, trademark and/or other rights under the laws of applicable jurisdictions, including domestic laws, foreign laws, and international conventions. We reserve all our rights over our Proprietary Materials.

Except as otherwise explicitly permitted, you agree not to copy, modify, publish, transmit, distribute, participate in the transfer or sale of, create derivative works of, or in any other way exploit, in whole or in part, any Content.

4. User Submissions

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.

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:

• 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 and to User Submissions for any and all uses contemplated by the Website and these Terms;
• You will not post, or allow anyone else to post, any material that depicts any sexually explicit acts; and
• You have written consent, release, and/or permission from each and every identifiable individual in the User Submission to use the name and/or likeness of each and every such identifiable individual to enable use of the User Submission for any and all uses contemplated by the Websites and these Terms.

You further agree that you shall not upload, submit, create, transmit, modify or otherwise make available material 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; or
• Is unsolicited or unauthorized advertising, promotion, "spam" or any other form of solicitation.

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.

5. Content on the Website

You understand and acknowledge that, when using the Website, you will be exposed to content from a variety of sources including content made available on the Website by other users, services, parties and through automated or other means (collectively, "Third Party Content") and that we do not control and are not responsible for any Third Party Content. You understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent or otherwise objectionable or may cause harm to your computer systems and, without limiting the other limitation of liability provisions herein, you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto.

We claim no ownership or control over Third Party Content. Third parties retain all rights to Third Party Content and they are responsible for protecting their rights as appropriate.

Without limiting the provisions below on limitations of liability and disclaimers of warranties, all Content (including User Submissions and Third Party Content) on the Website is provided to you "AS-IS" for your information and personal use only.

6. User Conduct

You represent and warrant that all the information and content provided by you to us is accurate and current and that you have all necessary rights, power and authority to (i) agree to these Terms, (ii) provide the User Submissions to us, and (iii) perform the acts required of you under these Terms.

As a condition of your use of the Website:

• You agree not to use the Website for any unlawful purpose or in any way that is prohibited by these Terms;
• You agree to abide by all applicable local, state, national and international laws and regulations;
• You agree not to use any automated means, including robots, crawlers or data mining tools, to download, monitor or use data or Content from the Website;
• You agree not to "stalk" or otherwise harass anyone on or through the Website;
• You agree not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any information you transmit;
• You agree not to disable, circumvent, or otherwise interfere with security related features of the Website;

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, you shall be subject to liquidated damages of One Hundred and Fifty Thousand Dollars ($150,000) for each violation.

7. Services on the Website

You acknowledge that the Website is a general-purpose search engine and tool. Specifically, but without limitation, the Website allows you to search multiple websites for music. Moreover, the Website is a general-purpose tool that allows you to download audio files from videos and audio from elsewhere on the Internet. The Website may only be used in accordance with law. We do not encourage, condone, induce or allow any use of the Website that may be in violation of any law.

8. Fees

You acknowledge that we reserve the right to charge for any or all of our services and to change our fees from time to time in our sole discretion.

9. Privacy Policy

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.

10. Copyright Claims

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.

REPEAT INFRINGER POLICY. AS PART OF OUR REPEAT-INFRINGEMENT POLICY, ANY USER FOR WHOSE MATERIAL WE RECEIVE THREE GOOD-FAITH AND EFFECTIVE COMPLAINTS WITHIN ANY CONTIGUOUS SIX-MONTH PERIOD WILL HAVE HIS GRANT OF USE OF THE WEBSITE TERMINATED.

Although we are not subject to United States law, we voluntarily comply with the Digital Millennium Copyright Act. Pursuant to Title 17, Section 512(c)(2) of the United States Code, if you believe that any of your copyrighted material is being infringed on the Website, you can contact us by using our contact form.

11. Modification of These Terms

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.

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 attorney's fees, arising from your use of the Website and/or from your breach of these Terms.

13. Disclaimer of Warranties and Limitations of Liabilities

READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW (BUT NO FURTHER).

The Website is provided "AS-IS" and without any warranty or condition, express, implied or statutory. We specifically disclaim to the fullest extent any implied warranties of merchantability, fitness for a particular purpose, non-infringement, information accuracy, integration, interoperability or quiet enjoyment.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY ASPECT OF YOUR USE OF THE WEBSITE.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE WEBSITE OR ANY OTHER GRIEVANCE SHALL BE THE TERMINATION OF YOUR USE OF THE WEBSITE.

14. Legal Disputes

To the maximum extent permitted by law, these Terms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of Anguilla without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY YOU AGAINST US, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF THE COURTS IN ANGUILLA.

YOU AGREE THAT YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

15. 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.

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.

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.