Last Updated: April 15, 2005
MP3-Source.net Terms and Conditions
MP3-Source.net SUPPLIES ONLY THE MOST DEPENDABLE SOFTWARE
TO ITS MEMBERS THAT FACILITATES IN THE LOCATION AND DOWNLOADING
OF CERTAIN DOWNLOAD CONTENT (AS DEFINED HEREINBELOW) AVAILABLE
TO ALL ON THE INTERNET. MP3-Source.net DOES NOT HOST, SHARE
OR IN ANY WAY SUPPLY ANY DOWNLOAD CONTENT TO ITS MEMBERS.
Welcome to the MP3-Source.net website (the "Website")
brought to you by TD Networks. ("MP3-Source.net,"
"us" or "we"). You must fully agree
to these MP3-Source.net Terms and Conditions ("the
"Agreement") before using the Website, signing
up for a MP3-Source.net membership ("Membership")
and/or installing the MP3-Source.net Download software ("Download
Software"). Please be aware that visitors to the Website,
who may or may not become members ("Visitors"),
are subject to this Agreement, as well. Please read this
Agreement carefully. By accessing and/or using this Website,
Download Software and/or the Service, you hereby agree to
this Agreement, in its entirety. In addition, you represent
and warrant that you are at least eighteen (18) years of
age and that you have the right, authority and capacity
to enter into this Agreement and to abide by all of its
terms and conditions. This Agreement is subject to change
at any time and such changes are effective upon their posting
at the Website. Bookmark this page and check it frequently
as it is up to you to refer to this page for any amendments
and/or changes to the original Agreement. If you do not
agree to this Agreement in its entirety, you are not authorized
to access or use this Website, Download Software and/or
the Service in any manner or form, whatsoever.
1. Our Service.
a) The MP3-Source.net download system (the "Service")
allows MP3-Source.net members ("Members") to access
and download any content (including, without limitation,
music files, movies, games, software and/or pictures) generally
available for downloading over the Internet (collectively,
the "Download Content"), through use of our proprietary
Download Software. MP3-Source.net Downloads provides only
the Service and associated Download Software and, in no
way, is involved in the provision of Download Content. The
Service and Download Software are made available to our
Members, subject to the terms of this Agreement.
b) To gain entrance to the Service, you must register, pay
for Membership, and install the Download Software on your
personal computer. To register, you must supply certain
registration information including, and without limitation,
username, password, telephone number, e-mail address, mailing
address and credit card information for billing purposes
("Registration Data"). You agree to provide accurate
Registration Data and to update your Registration Data,
as necessary, to maintain it in an up to date and accurate
fashion. MP3-Source.net will use your Registration Data
in accordance with the terms of our privacy policy ("Privacy
Policy").
c) Your Membership is non-refundable. Access to, and use
of, the Service is through a combination of both user name
and password ("Login"). You must keep your Login
strictly confidential. For security reasons, MP3-Source.net
will not release passwords for any reason, other than to
the applicable Members themselves, except as may be specifically
required by law and/or court order. You must agree that
you will not authorize and/or permit others to use your
Membership. MP3-Source.net shall not be responsible for
any unauthorized use of your Membership. Furthermore, unauthorized
access to the Website, Download Software and/or Service
are a breach of this Agreement, violation of applicable
law and subject to your obligations of indemnification as
set forth in Section 10, hereinbelow.
2. License Grant.
a) As a Visitor you are granted a nonexclusive, nontransferable,
revocable and limited license to access and use the Website
(and its associated content) in accordance with this Agreement.
Members are, in addition to the right to use the Website,
granted a nonexclusive, nontransferable, revocable and limited
license to install and use the Download Software and Service
in accordance with this Agreement.
b) If you are a Visitor, your limited license is provided
solely for you to access the Website in order to obtain
information related to MP3-Source.net and to apply for Membership.
Visitors are not authorized to install, or attempt to install,
the Download Software and/or to otherwise use the Download
Software and/or Service.
c) Members may access and download Content through use of
the Download Software. Download Content is generally available
on the Internet through use of open sharing networks and
computers. Download Content is owned and/or licensed by
third parties and is thereby protected by applicable intellectual
property rights and laws. You understand and agree that
MP3-Source.net makes no representation or warranty regarding
any Download Content that you may access and/or download.
You agree that you are fully responsible for any and all
resulting liability arising from your download, storage
and/or use of Download Content.
d) Unless otherwise stated, any and all Download Software
upgrades shall be subject to the terms of this license grant.
e) You may use the Website, Download Software and/or Service,
as applicable, on one computer for your own personal and
non-commercial use.
f) No part of the Website, Download Software, Download Content
and/or Service may be reproduced in any form or incorporated
into any information retrieval system, electronic or mechanical.
You may not use, copy, emulate, clone, rent, lease, sell,
modify, decompile, disassemble, reverse engineer or transfer
the Website, Download Software, Download Content and/or
Service, Website content or any portion thereof, except
to create one (1) copy of same for your own back-up purposes.
g) You may not use any device, software or routine to interfere
or attempt to interfere with the proper working of the Website
and/or Service. You may not take any action that imposes
an unreasonable or disproportionately large load on the
MP3-Source.net infrastructure.
h) Download Content consists of copyrighted and/or other
proprietary subject matter and this Agreement, and all other
applicable laws, rules and regulations, govern your downloading
and use of any and all Download Content.
i) A Member's license shall automatically terminate when
the Member's subscription expires. However, MP3-Source.net
may terminate any licenses granted herein at any time for
any reason, or no reason whatsoever.
j) Any and all rights not expressly granted to you in this
Agreement are reserved by MP3-Source.net.
3. Members Representations and Warranties.
a) As a Member, you represent, warrant and agree that you
will:
i) obtain and pay for any and all necessary rights, consents,
authorizations, commissions, royalties and/or licenses for
any Download Content that you obtain through use of the
Download Software and Service;
ii) not use the Download Software and/or Service to transmit
or communicate any data that is unlawful, threatening, abusive,
harassing, defamatory, vulgar, harmful to minors, harmful
in general, obscene, invasive of another's privacy, hateful,
or racially, ethnically or otherwise objectionable;
iii) not impersonate any person or entity, or falsely state,
or otherwise misrepresent, your affiliation with a person
or entity;
iv) not forge headers or otherwise manipulate identifiers
in order to disguise the origin of any data transmitted
to other Members;
v) not transmit, access and/or download any data that infringes
upon any patent, trademark, trade secret, copyright or other
proprietary rights of any third party;
vi) not transmit or communicate any data that contains software
viruses or any other computer code, files or programs designed
to interrupt, destroy and/or limit the functionality of
any computer software, hardware or telecommunications equipment;
vii) not intentionally, or unintentionally, violate any
applicable local, state, federal or international laws,
rules or regulations including, but not limited to, any
and all foreign export laws;
viii) not modify, delete or damage any information contained
on the personal computer of any other Member;
ix) not "stalk" or otherwise harass another Member;
and
x) not collect or store personal data related to other Members.
4. Proprietary Rights.
The organization, content, graphics, design, compilation,
magnetic translation, digital conversion, software and other
matters related to the Website, Download Software and Service
are protected under applicable copyright, trademark and
other proprietary (including, without limitation, intellectual
property) rights. The copying, redistribution and/or publication
by you of any part of the Website, Download Software and/or
Service is strictly prohibited. You do not acquire any ownership
rights to any Download Content and/or other materials downloaded
and/or viewed at or through the Website, Download Software
and/or Service. The availability of Download Software, information
and/or material at the Website and/or through the Service
by MP3-Source.net does not constitute a waiver of any rights
therein.
5. Charges.
a) You agree to pay for all charges associated with the
Service. Such charges shall be disclosed to you at the time
of registration. The charge for Service is a one-time charge.
MP3-Source.net will not automatically re-bill you. However,
if you choose to purchase other goods and/or services at
the Website, we will then charge you for the applicable
goods and/or services.
b) MP3-Source.net will notify you approximately thirty (30)
days prior to the expiration of your Membership. At that
time, you will be provided with the opportunity to continue
your Membership at a reduced rate. If you allow your Membership
to expire, your Download Software license will expire and
you will no longer be able to use the Download Software
and/or Service.
c) All charges will be billed to the credit card that you
supplied as a part of your Registration Data, or to any
other valid credit card that you may so designate from time
to time. MP3-Source.net may, in its discretion, bill any
charges to you through an authorized payment processor and,
in such case, the charges will appear in the name of such
payment processor.
d) In the alternative, you may choose to be billed through
your local telephone bill.
e) You are responsible for keeping your Membership secure
and confidential and you will be responsible for any charges
that are incurred by any person through use of your Membership.
If any of your billing information changes, you must update
that information in the "Membership" section of
the Website. All charges are subject to change by MP3-Source.net
at any time, in its sole discretion. In addition, MP3-Source.net
reserves the right to change this pricing policy at any
time.
6. Modifications, Changes to Website and Service.
a) MP3-Source.net reserves the right, at any time, to modify
or discontinue, temporarily or permanently, the Website
and/or Service (or any part thereof) with or without notice
to you, without any liability to you or to any third party.
b) MP3-Source.net may, from time to time, present you with
programming fixes, updates and upgrades, including updated
versions of the Download Software. You may reject such programming
fixes, updates and upgrades, although such rejection may
materially interfere with the operation of the Download
Software and/or Service.
7. Privacy Policy.
Use of the Website, Download Software and/or Service are
subject to our privacy policy, which is hereby incorporated
into, and made part of, this Agreement. We reserve the right,
and you authorize us, to use and assign all information
regarding your Website, Download Software and/or Service
use, and any and all other personal information provided
by you, in any manner consistent with our privacy policy.
For additional information regarding our use of information
collected please refer to the MP3-Source.net privacy policy.
8. Third Party Resources and Websites.
a) MP3-Source.net reserves the right to run advertisements
and promotional offers on the Website and Download Software.
By accepting the terms of this Agreement, you agree that
MP3-Source.net has the right to run such advertisements
and promotional offers, without compensation to you. The
timing, frequency, placement and duration of such advertising
is subject to change and shall be determined in the sole
discretion of MP3-Source.net.
b) The Website may provide, and/or third parties may provide,
links to other Internet websites and/or resources. Because
MP3-Source.net has no control over such third party websites
and/or resources, you hereby acknowledge and agree that
MP3-Source.net is not responsible for the availability of
such third party websites and/or resources. Furthermore,
MP3-Source.net does not endorse, and is not responsible
or liable for, any terms and conditions, privacy policies,
content, advertising, products and/or other materials located
on or available from such third party websites and/or resources,
or for any damages and/or losses arising therefrom.
c) MP3-Source.net may make third party software available
for purchase on the Website and/or Download Software. Such
software shall be subject to a separate licensing agreement
governing the software's download and use.
9. Injunctive Relief.
You agree that any unauthorized and/or unlawful use of the
Website, Download Software and /or Service would result
in irreparable injury to MP3-Source.net for which money
damages would be inadequate. In such event, MP3-Source.net
shall have the right, in addition to other remedies available
to it pursuant to this Agreement, to immediate injunctive
relief against you without the need to post a bond. Nothing
contained in this Agreement shall be construed to limit
any legal remedies available to MP3-Source.net.
10. Indemnification.
You agree to indemnify, defend and hold MP3-Source.net,
its parents and subsidiaries, and each of their respective
officers, partners, members, managers, employees, agents
and attorneys, harmless against any and all liabilities,
claims, actions, suits, proceedings, judgments, fines, damages,
costs, losses and expenses (including reasonable attorneys'
fees, court costs and/or settlement costs) arising from:
1) your breach of this Agreement and/or any representation
or warranty contained herein; 2) your use of the Website,
Download Software and/or Service, in any manner whatsoever;
3) any claim concerning your alleged unauthorized and/or
unlawful downloading of any Download Content; and 4) any
unauthorized use of your Membership.
11. Termination.
MP3-Source.net may, in its sole discretion, terminate this
Agreement and/or suspend your Membership at any time without
notice to you, in the event that you breach (or MP3-Source.net
reasonably suspects that you have breached) any provision
of this Agreement or for no reason at all. If MP3-Source.net
terminates this Agreement, terminates your license to use
Download Software and/or suspends your Membership for any
reason, MP3-Source.net shall have no liability or responsibility
to you. Moreover, MP3-Source.net will not refund any amounts
that you have previously paid for the Download Software
and/or Services. You understand and agree that the cancellation
of your Membership is your sole right and remedy with respect
to any dispute with MP3-Source.net.
12. WARRANTIES AND LIMITATION OF LIABILITY
a) THE WEBSITE, DOWNLOAD SOFTWARE AND SERVICE ARE PROVIDED
ON AN "AS IS" AND "AS AVAILABLE" BASIS
AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED
(INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE WEBSITE, DOWNLOAD
SOFTWARE AND/OR SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS
OR OTHER LIMITATIONS. MP3-Source.net HAS NO LIABILITY, WHATSOEVER,
TO YOU OR ANY THIRD PARTY FOR YOUR USE OF, OR INABILITY
TO USE, THE WEBSITE, DOWNLOAD SOFTWARE AND/OR SERVICE. IN
PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MP3-Source.net
IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF
PROFITS, LITIGATION OR THE LIKE), WHETHER BASED IN BREACH
OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE
IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN
MP3-Source.net AND YOU. THE WEBSITE, DOWNLOAD SOFTWARE AND/OR
SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM US THROUGH THE WEBSITE, DOWNLOAD SOFTWARE AND/OR
SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR
GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
b) ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY DAMAGES CAUSED
BY VIRUSES AND/OR WORMS CONTAINED WITHIN DOWNLOAD CONTENT
IS EXPRESSLY DISCLAIMED. YOU UNDERSTAND AND AGREE THAT ANY
DOWNLOAD CONTENT DOWNLOADED BY YOU IS DONE SOLELY AT YOUR
OWN DISCRETION AND AT YOUR OWN RISK. YOU WILL BE SOLELY
RESPONSIBLE FOR ANY AND ALL DAMAGE TO YOUR COMPUTER SYSTEM
AND/OR LOSS OF DATA THAT MAY RESULT FROM ANY AND ALL DOWNLOAD
CONTENT. YOU ARE ALSO SOLELY RESPONSIBLE FOR ANY USE, OR
ALLEGED USE, OF THE DOWNLOAD SOFTWARE AND/OR SERVICE THAT
MAY INFRINGE UPON A THIRD PARTY'S INTELLECTUAL PROPERTY
RIGHTS.
c) MP3-Source.net MAKES NO REPRESENTATION OR WARRANTY WITH
RESPECT TO DOWNLOAD CONTENT, WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, THE QUALITY AND QUANTITY OF DOWNLOAD CONTENT.
YOU MAY BE UNABLE TO DOWNLOAD THE DOWNLOAD CONTENT OF YOUR
CHOOSING, OR OBTAIN ANY DOWNLOAD CONTENT AT ALL, THROUGH
USE OF THE DOWNLOAD SOFTWARE. MOREOVER, ANY DOWNLOAD CONTENT
THAT YOU SUCCESSFULLY DOWNLOAD MAY NOT FUNCTION AT ALL ON
OR WITH YOUR COMPUTER SYSTEM. IN ADDITION, MP3-Source.net
DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT
TO THE LEGALITY OF ANY MEMBER'S USE OF DOWNLOAD SOFTWARE
AND/OR SERVICE.
d) UNDER NO CIRCUMSTANCES SHALL MP3-Source.net BE LIABLE
TO YOU OR ANY THIRD PARTY IN ANY MANNER WHATSOEVER ARISING
FROM YOUR USE OF THE WEBSITE, DOWNLOAD SOFTWARE AND SERVICE.
IN ADDITION, MP3-Source.net WILL NOT BE LIALBE FOR YOUR
UNLAWFUL OR UNAUTHORIZED USE OF THE DOWNLOAD SOFTWARE AND/OR
SERVICE. OUR MAXIMUM LIABILITY TO YOU AND ANY THIRD PARTY
UNDER ANY AND ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE
PRICE THAT YOU HAVE PAID FOR THE DOWNLOAD SOFTWARE AND SERVICES.
NOTWITHSTANDING THE FOREGOING, MP3-Source.net SHALL NOT
BE LIABLE TO YOU FOR ANY SERVICES, GOODS OR INFORMATION
AVAILABLE FROM THIRD PARTIES, EVEN IF OBTAINED AT OR THROUGH
THE WEBSITE, DOWNLOAD SOFTWARE AND/OR SERVICE.
13. Other Restrictions.
The Website, Download Software and/or Service are available
only to individuals who can enter into legally binding contracts
under applicable law. Notwithstanding the foregoing, the
Website, Download Software and/or Service are not intended
for use by individuals under the age of 18. If you are under
the age of 18, you do not have authorization to use the
Website, Download Software and/or Service. Currently, the
Website, Download Software and/or Service are only available
to residents of the United States. You understand and acknowledge
that you may not register for, access or use the Website,
Download Software and/or Service from countries other than
the United States. You agree to abide by the applicable
United States export control laws and any other applicable
laws, rules and/or regulations with respect to the Download
Software.
14. Copyright Policy.
MP3-Source.net respects the intellectual property rights
of others, and we ask that our Members do the same. If you
believe that your work has been copied in a way that constitutes
copyright infringement, or your intellectual property rights
have been otherwise violated at the Website and/or through
the Service, please provide MP3-Source.net's copyright agent
with the following information:
- A physical or electronic signature of a person authorized
to act on behalf of the owner of an exclusive right that
is allegedly infringed.
- Identification of the copyrighted work claimed to have
been infringed or, in the case of multiple copyrighted works,
a representative list of such works.
- Identification of the material that is claimed to be infringing
or to be the subject of infringing activity and that is
to be removed or access to which is to be disabled and information
reasonably sufficient to permit MP3-Source.net to locate
the material.
- Information reasonably sufficient to permit MP3-Source.net
to contact you, such as an address, telephone number and,
if available, an electronic mail address at which you may
be contacted.
- A statement that you have a good faith belief that use
of the material in the manner complained of is not authorized
by the copyright owner, its agent or the law.
- A statement that the information in the notification is
accurate and, under penalty of perjury, that you are authorized
to act on behalf of the owner of an exclusive right that
is allegedly infringed.
- Please contact us with the requested information via email:
contact@MP3-Source.net.
15. Equipment.
You shall be responsible for obtaining and maintaining all
telephone, computer hardware and any and all other equipment
necessary for access to, and use of, the Website, Download
Software, Download Content and/or Service, and all charges
related thereto. Members are solely responsible for: obtaining
and maintaining software and/or hardware to view, listen
to and/or use Download Content.
16. Refund Policy
MP3-Source.net has strict guidelines regarding the issuance
of refunds in order to protect MP3-Source.net from abuse
and fraud. By purchasing a Membership, you agree to abide
strictly by our refund policy, as set forth herein. Please
do not contact our affiliates, vendors, marketers, payment
processors or any other service providers regarding a refund
request. Refunds granted, if any, are done so on a pro-rata
basis. To request a refund, you must submit an e-mail request,
addressed to support@MP3-Source.net
with the subject line "Refund Request."
All refund requests will be addressed in the order that
they are received. Any refunds granted are done in the sole
discretion of MP3-Source.net. Our determination is final
with respect to all refund requests and you agree to honor
and abide by our decision.
17. Customer Service.
You may reach a MP3-Source.net customer service representative
by sending an e-mail to: support@MP3-Source.net.
18. Miscellaneous.
a) This Agreement shall be treated as though it were executed
and performed in Atlanta, Georgia and shall be governed
by and construed in accordance with the laws of the State
of Georgia (without regard to conflict of law principles).
Should a dispute arise concerning the terms and conditions
of this Agreement, or the breach of same by either party
hereto, the parties agree to submit their dispute for resolution
by arbitration before the American Arbitration Association
in Atlanta, in accordance with the then current Commercial
Arbitration Rules of the American Arbitration Association.
Any award rendered shall be final and conclusive to the
parties and a judgment thereon may be entered in any court
of competent jurisdiction. Nothing herein shall be construed
to preclude any party from seeking injunctive relief in
order to protect its rights pending an outcome in arbitration.
b) Should any part of this Agreement be held invalid or
unenforceable, that portion shall be construed consistent
with applicable law and the remaining portions shall remain
in full force and effect.
c) To the extent that anything in or associated with the
Website, Download Software and/or Service are in conflict
or inconsistent with this Agreement, this Agreement shall
take precedence.
d) Our failure to enforce any provision of this Agreement
shall not be deemed a waiver of such provision nor of the
right to enforce such provision.
e) MP3-Source.net and you are independent entities, and
nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative or employment
relationship between the parties. You will have no authority
to make or accept any offers or representations on MP3-Source.net'
behalf.
19. Force Majeure.
You agree that MP3-Source.net will not be liable, or be
considered to be in breach of this Agreement, on account
of our delay or failure to perform as required under the
terms of this Agreement as a result of any causes or conditions
that are beyond our reasonable control and that we are unable
to overcome through the exercise of commercially reasonable
diligence (a "Force Majeure Event"). If any such
Force Majeure Event occurs including, without limitation,
acts of God, fires, explosions, results of vandalism or
computer hacking, storm or other natural occurrences, national
emergencies, insurrections, riots, wars, strikes or other
labor difficulties, or any act or omission of any other
person or entity, we will give you notice and will use commercially
reasonable efforts to minimize the impact of any such event.
20. Legal Warning.
Any attempt by any individual, whether or not a Member,
to damage, destroy, tamper with, vandalize and/or otherwise
interfere with the operation of this Website, Download Software
and/or Service, is a violation of both criminal and civil
law and MP3-Source.net will diligently pursue any and all
remedies in this regard against any offending individual
or entity to the fullest extent permissible by law and in
equity.
