TERMS OF USE

Last Updated: June 2022

Please read this Terms of Use agreement carefully. Your use of the Site (as defined below) constitutes your agreement to this Terms of Use agreement.

This site (together with any successor site(s) and all Services (as defined below), the "Site") is operated by Sounds of Khemit LLC. ("we," "us"). We provide Site users with access to content and services related to us and our artists, including music, images, text, data and other content (such content and services, collectively, the "Services"). Your use of the Site is governed by these Terms of Use (this "Agreement"), regardless of how you access the Site. This Agreement is between you and us.

PLEASE NOTE: The Site may include or be used in connection with certain Third-Party Applications (as defined in Section 8 below). Your access to or use of such Third-Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement and that are made available by the particular providers of such Third-Party Applications.

1. Acceptance of Terms. By using the Site, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on the Site. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on the Site. You can determine when we last changed this Agreement by referring to the "LAST UPDATED" legend above. Your use of the Site following changes to this Agreement will constitute your acceptance of those changes; provided, however, any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the "LAST UPDATED" date applicable to that version of this Agreement in which we included such material change. We may, at any time, modify or discontinue all or part of the Site.

2. Jurisdiction. The Site is controlled and/or operated from the United States and is not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in this Agreement. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. If you access the Site, you do so at your own risk, and you are responsible for complying with all local laws, rules, and regulations. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

3. Information You Submit. Your submission of information through the Site, if any, is governed by our Privacy Policy, which is located at www.soundsofkhemit.org/privacy (the "Privacy Policy"). Further, to the extent that you submit any personally identifiable information to any third party (for example, a Provider (as defined in Section 8 below)) in connection with the Site (for example, via a Third-Party Application, as defined in Section 8 below), such third party's collection, use, and disclosure of such information may be governed by its own privacy policy, and not by our Privacy Policy. In any event, we are not responsible for the information collection, usage, and disclosure practices of third parties.

4. Rules of Conduct. In using the Site, you agree to obey the law, respect the rights of others, and avoid objectionable or disruptive behavior. In addition, you will comply with the following "Rules of Conduct" as updated from time to time by us. You will not:

   Post, transmit, or otherwise make available, through or in connection with the Site:

   Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

   Use the Site for any fraudulent or unlawful purpose.

   Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available; or violate any requirements, procedures, policies, or regulations of such networks.

   Restrict or inhibit any other person from using the Site (including by hacking or defacing any portion of the Site).

   Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.

   Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site.

   Remove any copyright, trademark, or other proprietary rights notice from the Site or materials originating from the Site.

   Frame or mirror any part of the Site without our express prior written consent.

   Create a database by systematically downloading and storing all or any Site content.

   Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, "scrape," "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site, without our express prior written consent.

   We may terminate your use of the Site for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct (including, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Site).

5. Products. All rights in any products available through the Site, such as music, images (e.g., screen savers), video, artwork, text, software, and other copyrightable materials (collectively, the "Products") are owned by us, our affiliates and/or our (or their) licensors (“Affiliates”). If a separate agreement provided by us or an Affiliate governs a particular Product, or your use of a particular Product, and the terms of such separate agreement conflict with the terms of this Agreement, the terms of such separate agreement will govern such transaction or use. Any burning or exporting capabilities, if any, of any Product shall not constitute a grant or waiver of any of our rights or those of any copyright or other rights owners in such Product, any other Product or any content, sound recording, underlying musical composition, artwork or other copyrightable matter embodied in or associated with such Product or any other Product. You understand that the Site and the Products may include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us, or our Affiliates, and you hereby agree to abide by such usage rules, including those set forth below. Unless we expressly provide otherwise, all Products, and your use of such Products are subject to this Agreement.

6. Usage Restrictions for Products. All Products you access on or through the Site are solely for your personal, non-commercial use. Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Products or any related software. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify, or disable any Products or any copyright protection or use limitation systems associated with the Products. You may not play and then re-digitize any Products or upload any Products or derivatives thereof to the Internet. Unless expressly permitted by us, you may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other Products (e.g., to provide sound for video). You are not granted any commercial sale, resale, reproduction, distribution, or promotional use rights in connection with the Products.

7. Our Proprietary Rights. We, our Affiliates, and our respective licensors and suppliers own the information and materials made available through the Site. Such information and materials are protected by copyright, trademark, patent, and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on, all or any part of the Site or any information or materials made available through the Site.

   We, our Affiliates, and/or our respective licensors or suppliers own the trade names, trademarks, and service marks on the Site, including without limitation SOUNDS OF KHEMIT and any associated logos. All trademarks and service marks on the Site not owned by us or our Affiliates are the property of their respective owners. You may not use our trade names, trademarks, and service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any license or right to use any trade names, trademarks, or service marks without express prior written consent of the owner.

   PLEASE NOTE THAT UNAUTHORIZED USE OF ANY SERVICE OR PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE USED BY THE SERVICES, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, (INCLUDING, WITHOUT LIMITATION, POSSIBLE MONETARY DAMAGES), AND WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.

8. Third-Party Applications. The Site may include third party software applications and services (or links thereto) that are made available by our Providers ("Third-Party Applications"). Because we do not control Third-Party Applications, you agree that neither we nor our Affiliates, nor our respective artists (“Artists”), directors, officers, employees, agents, and representatives (“Representatives”), licensors and service providers (collectively, the “Providers”), are responsible or liable for any Third-Party Applications, including the performance, accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third-Party Applications or their use. We have no obligation to monitor Third Party Applications, and we may remove or restrict access to any Third-Party Applications (in whole or part) from the Site at any time. The availability of Third-Party Applications on the Site does not imply our endorsement of, or our affiliation with any Provider of, such Third-Party Applications. Further, your use of Third-Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy (for example, terms and conditions that are made available by Providers themselves in connection with Third-Party Applications). This Agreement does not create any legal relationship between you and Providers with respect to Third-Party Applications, and nothing in this Agreement shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Artists, Representatives, or Providers, with respect to any Third-Party Application.

9. Third-Party Content. The Site may incorporate certain functionality that allows, via the system or network of which the Site is a component, the routing and transmission of, and online access to, certain digital communications and content made available by third parties ("Third-Party Content"). By using such Site functionality, you acknowledge and agree that you are directing us to access and transmit to you Third-Party Content associated with such functionality. Because we do not control Third-Party Content, you agree that we are neither responsible nor liable for any Third-Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third-Party Content. We have no obligation to monitor Third Party Content, and we may block or disable access to any Third-Party Content (in whole or part) via the Site at any time. Your access to or receipt of Third-Party Content via the Site does not imply our endorsement of, or our affiliation with any provider of, such Third-Party Content. Further, your use of Third-Party Content may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy (for example, terms and conditions that are made available by the providers of such Third-Party Content). This Agreement does not create any legal relationship between you and the providers of such Third-Party Content with respect to such Third-Party Content, and nothing in this Agreement shall be deemed to be a representation or warranty by us, or any of our Affiliates, or our respective Artists, Representatives or Providers, with respect to any Third-Party Content.

10. Links and Feeds. The Site may provide links to or feeds from other websites and online resources. We and our Affiliates are not responsible for and do not endorse such external sites or resources. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR ACCESS TO AND USE OF THIRD-PARTY WEB SITES, CONTENT, AND RESOURCES IS AT YOUR OWN RISK.

11. Limitations of Liability and Disclaimers. THE SITE AND ALL GOODS, SERVICES, PRODUCTS, THIRD-PARTY APPLICATIONS, THIRD-PARTY CONTENT, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SITE ARE PROVIDED TO YOU "AS IS" WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE, OUR AFFILIATES AND OUR RESPECTIVE ARTISTS, REPRESENTATIVES, AND PROVIDERS DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO THE SITE AND ALL GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD-PARTY CONTENT, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SITE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE. (CERTAIN PROVIDERS MAY SEPARATELY PROVIDE LIMITED REPRESENTATIONS AND/OR WARRANTIES REGARDING THEIR THIRD-PARTY APPLICATIONS; PLEASE CHECK WITH SUCH PROVIDERS FOR FURTHER INFORMATION.) WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SITE (OR ANY PART THEREOF), OR ANY GOODS, SERVICES, PRODUCTS, THIRD-PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION, OR MATERIALS MADE AVAILABLE THROUGH THE SITE IS OR WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR HARDWARE. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY SOFTWARE, HARDWARE, EQUIPMENT OR OTHER DEVICE OR SYSTEM USING THE SITE OR ANY GOODS, SERVICES, PRODUCTS, THIRD-PARTY APPLICATIONS, THIRD-PARTY CONTENT, INFORMATION, OR MATERIALS MADE AVAILABLE THROUGH THE SITE WILL FUNCTION IN ANY MANNER. YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE, OR SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO USE THE SITE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, EQUIPMENT, DEVICES, SYSTEMS, OR SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SITE AND ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION, OR MATERIALS MADE AVAILABLE THROUGH THE SITE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY APPLICATIONS, THIRD PARTY CONTENT, INFORMATION, OR MATERIALS MADE AVAILABLE THROUGH THE SITE.

    WE, OUR AFFILIATES, AND OUR RESPECTIVE ARTISTS, REPRESENTATIVES, AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE SITE, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH YOUR USE OR RECEIPT OF ANY THIRD PARTY APPLICATIONS OR THIRD-PARTY CONTENT), OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD-PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. WE, OUR AFFILIATES AND OUR RESPECTIVE ARTISTS, REPRESENTATIVES AND PROVIDERS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF THE SITE OR FROM ANY THIRD-PARTY APPLICATIONS, THIRD-PARTY CONTENT, INFORMATION, OR MATERIALS ON THE SITE.

    ALL PRODUCTS AND SERVICES PURCHASED THROUGH THE SITE OR THROUGH LINKS PROVIDED BY THE SITE ARE SUBJECT TO ANY APPLICABLE WARRANTIES AND REPRESENTATIONS OF THEIR RESPECTIVE MANUFACTURERS. ACCORDINGLY, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO PRODUCTS AND SERVICES SOLD THEREBY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US OR A VENDOR ACCESSED THROUGH OUR SITE TO ACCESS AND USE THE SITE AND/OR PURCHASE A PRODUCT OR SERVICE.

    IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

    While we try to maintain the security of the Site, we do not guarantee that the Site or any Third-Party Applications will be secure or that any use of the Site or any Third-Party Applications will be uninterrupted. Additionally, third parties may make unauthorized alterations to the Site or any Third-Party Applications. If you become aware of any unauthorized third-party alterations to the Site, contact us at contact@soundsofkhemit.org with a description of the material(s) at issue and the URL or location of such materials.

12. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify, and hold harmless us, our Affiliates, and our and their respective Artists, Representatives, and Providers, from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site; or (b) any violation of this Agreement by you.

13. Termination. This Agreement is effective until terminated. We may, at any time and for any reason, terminate your access to or use of the Site. If we terminate your access to the Site, you will not have the right to bring claims against us, our Affiliates, or our respective Artists, Representatives, and Providers with respect to such termination. We and our Affiliates and our respective Artists, Representatives, and Providers, shall not be liable for any termination of your access to the Site or to any such information or files, and shall not be required to make such information or files available to you after any such termination. We may take steps that we believe are appropriate to enforce or verify compliance with any part of this Agreement (including our right to cooperate with any legal process relating to your use of the Site, any Products or any third-party claim that your use of the Site or Products is unlawful or infringes such third-party's rights). Sections 2, 8-14, 17-18, and 20 shall survive any expiration or termination of this Agreement.

14. Governing Law; Dispute Resolution. You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of the Site) is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in New York, New York, U.S.A., and waive any jurisdictional, venue, or inconvenient forum objections thereto.

    You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement. You agree that any unauthorized use of the Site, the Products, or any related software or materials, or any Third-Party Applications, would result in irreparable injury to us, our Affiliates or our respective Artists, Representatives, and Providers for which money damages would be inadequate, and in such event we, our Affiliates, or our respective Artists, Representatives, and Providers, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this section or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that we, our Affiliates, or our respective Artists, Representatives, and Providers may have under separate legal authority, including, without limitation, any claim for intellectual property infringement.

15. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. Information about how to protect your child’s privacy online is available at: http://onguardonline.gov/. Please note that we do not endorse any products or services listed at this site.

16. Information or Complaints. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please feel free to contact us via e-mail at contact@soundsofkhemit.org. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us. You may also contact us by writing to us at Sounds of Khemit LLC, 33 Nassau Avenue, Brooklyn NY 11222. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445 1254 or (800) 952-5210.

17. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or disable access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov for details. Notices and counter-notices should be sent to:

    Luque PLLC
    217 Centre Street #332
    New York, NY 11233
    Attention: Anibal A. Luque, Esq.
    Email: help@luque.us

    We suggest that you consult your legal advisor before filing a notice or counter-notice.

18. Ability to Enter Into This Agreement. By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

19. Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to contact@soundsofkhemit.org. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us.

20. Miscellaneous. This Agreement does not create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement hereby incorporates by this reference any additional terms that we post on the Site (including, without limitation, our Privacy Policy) and, except as otherwise expressly stated herein, this Agreement is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail or by regular mail, in our discretion. We may also provide notice of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failure to fulfill any obligation due to causes beyond our control. Except as expressly set forth in the following sentence, nothing in this Agreement, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations, or liabilities. Notwithstanding the previous sentence, you agree that our Affiliates and our and their respective Artists, Representatives, and those Providers who are content owners and service providers from whom we have obtained a license or other rights to use their content and services, as applicable, in connection with the Site) are third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly apply to such parties. Notwithstanding the immediately preceding sentence, our right to enter into, rescind, or terminate any variation, waiver, or settlement under this Agreement is not subject to the consent of any third party.