IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 14. PLEASE READ THE AGREEMENT CAREFULLY

Lexblock, a product of Lexblock Limited, a company incorporated and registered in England and Wales with company registration number 10859444 (“Lexblock”, “we”, “our”, or “us”) provides a platform for the registration, tracking and protection of musical works through a mobile application and/or our website www.lexblock.com (the "Site").  

The mobile application includes text, images, audio, code and other materials or third party applications accessible through the Lexblock application (collectively, with the Site, the “Content”). The Site, the mobile app, and any other features, tools, materials, or other services offered from time to time by Lexblock are referred to here as the “Service.”

1. Acceptance of Terms
Please read these Terms of Use (the “Terms”) carefully before using the Service. By using or otherwise accessing the Services, or clicking to accept these Terms, you (a) accept and agree to these Terms (b) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy and (c) agree to any additional terms, rules and conditions of participation issued by Lexblock from time to time. IF YOU DO NOT AGREE TO THE TERMS, AS AMENDED FROM TIME TO TIME AS SET FORTH BELOW, YOU MUST STOP USING THE SERVICE IMMEDIATELY.

2. Modification of Terms
Lexblock reserves the right, at its sole discretion, to modify or replace the Terms at any time. The most current version of these Terms will be posted on our Site. You should check these Terms for modifications every time you access the Site and you will be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms as modified.

3. Eligibility
You hereby represent and warrant to us that you are fully able and competent, and have the legal capacity, to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. By accessing the Content or the Service, you represent and warrant to us that you are of the legal age of majority in your jurisdiction or of the age required to access such Service and Content. You further represent to us that you are otherwise legally permitted to use the service in your jurisdiction including owning cryptographic tokens of value, and interacting with the Service or Content in any way. You further represent to us you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Lexblock is not liable for your compliance with such laws.

4. Account Password, Security, Blockchain Registration (BR), Digital Certificates (DC), Audio Fingerprints (AF)

Password and Keys
When setting up an account withinthe Service, you will be responsible for keeping your own account secrets private and confidential. These secrets may include your designated recovery network, a seed phrase, or other security features.  You acknowledge that any person with knowledge of your seed phrase may generate your private keys.  You further acknowledge that Lexblock does not own your private keys or the seed phrase.  Lexblock has no ability to recover your private keys or your seed phrase should they become lost.

Security
Your private key, corresponding to your public Hyperledger/Ethereum metadata is stored in the keychain controlled by the “secure enclave” of your device.  By using the Service (including the Lexblock app), you agree and undertake to institute proper and sufficient password or biometric protection within your device.  You agree and undertake to regularly update the operating system of your device with any software or security updates. 

Notwithstanding the foregoing, you acknowledge that the Lexblock app, which exists outside of the “secure enclave,” when initiated by the user, uses the private key information stored in the keychain for relevant signing activities.  Your private key remains within the Lexblock app and Lexblock does not send the private key to servers.  You agree to (a) keep your secret information confidential and to not share it with anyone else; (b) not share your seed phrase with anyone and to store it in a secure manner; and (c) immediately notify Lexblock of any unauthorised use of your account or breach of security. Lexblock cannot and will not be liable for any loss or damage of any nature arising from your failure to comply with this section.  

BR, DC & AF

By using the Service and the Lexblock app, you acknowledge, accept and consent to the recording of information on a blockchain and the creation of a digital certificate and audio fingerprint (BR, DC & AF) for you.  These are legal documents and public addresses, including a string that serves as an “on-chain identifier.”  Because Lexblock is a platform that on the Hyperledger Fabric blockchain, BR, DCs & AFs are linked to a Hyperledger blockchain as transactions.  As a user of Lexblock and the Service, you acknowledge that because transactions on the Hyperledger blockchain are immutable, the record of your BRs, DCs & AFs on-chain transactions are also immutable and cannot be deleted from the Hyperledger blockchain. Your BRs, DCs & AFs, as they are designed in the Lexblock mobile application, are not necessarily tied to your natural name or personal information, and Lexblock does not collect data that would enable the two to be linked or associated together.

5. Representations, Warranties, and Risks

5.1. Warranty Disclaimer
You expressly understand and agree that your use of the Service is at your sole risk. The Service (including the Service and the Content) is provided on an “as is" and "as available" basis, without warranties or representations of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge that Lexblock has no control over, and no duty to take any action regarding: which users gain access to or use the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You waive and release Lexblock from all liability for you having acquired or not acquired Content through the Service. Lexblock makes no representations concerning any Content contained in or accessed through the Service, and Lexblock will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

5.2. Sophistication and Risk of Cryptographic Systems
By utilising the Service or interacting with the Content in any way, you represent and warrant that you understand (a) the inherent risks associated with cryptographic systems, and (b) the usage and intricacies of public/private key cryptography, native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard (https://github.com/ethereum/EIPs/issues/20), Hyperledger and blockchain-based software systems.

5.3. Risk of Weaknesses or Exploits in the Field of Cryptography
You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptographic systems and Services or Content, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, Lexblock intends to update the code underlying the Service to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Service or accessing Content, you acknowledge these inherent risks.

5.4. Platform Security
You acknowledge that Hyperledger and Ethereum applications are code subject to flaws and acknowledge that you are solely responsible for evaluating any available code provided by the Service or Content and the trustworthiness of any third party websites, products, smart-contracts, or Content you access or use through the Service. You further expressly acknowledge and represent that Hyperledger, Ethereum, Onfido or other third party applications can be written maliciously or negligently, that Lexblock cannot be held liable for your interaction with such applications and that such applications may cause loss of property or identity. Information relayed to Lexblock and stored in contracts is currently unencrypted. Malicious actors may potentially access information such as name, photo, description, and members of your recovery network, presenting both disclosure and potential security risks. These warnings and others later provided by Lexblock in no way evidence, represent, accept or acknowledge an on-going duty to alert you to all of the potential risks of utilising the Service or Content.

5.5. Risk of Regulatory Actions in One or More Jurisdictions
You acknowledge that as emerging technologies, Lexblock, Lextag, Hyperledger or Ethereum could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Lexblock to continue to develop, or which could impede or limit your ability to access or use the Service, and/or the Hyperledger or Ethereum blockchains.

5.6. Risk of Errors, Bugs, and Downtime
You acknowledge and accept that the Service (a) may contain bugs, errors and defects, (b) may function improperly or be subject to periods of downtime and unavailability, (c) may result in total or partial loss or corruption of transaction data, and (d) may be modified at any time, including through the release of subsequent versions, in each case with or without notice.

5.7 Total Loss of Data
You acknowledge that Lexblock did not manufacture your device.  The security of the security enclave of your device is dependent on the manufacturer of the device.  If you have reason to believe the security of your device’s security enclave has been compromised, you agree to stop the use of Lexblock and to seek assistance directly with the device’s manufacturer.  You acknowledge the risk that if the security or integrity of your device’s security enclave is compromise, the security of your private key may be at risk. Lexblock does not own or operate the third party servers used to store your data and Content. The security and safety of the data and Content is dependent on the owner and operator of the third party servers.  You acknowledge that in the event the security or integrity of the third party servers are compromised, your data or Content may be completely or partially damaged and/or lost.    

6. Lexblock Collections Service
The Services may, from time to time, allow for third parties to self-verify that they are contractually entitled to collect on behalf of a user. Unless otherwise specified, these contractual entitlements are independently verified by third parties. Lexblock makes no representation or warranty regarding the veracity or accuracy of these third-party verifications. Third-party verifications may be subject to the collecting party's terms and conditions.

In some instances, third-party collections may be made through the Lexblock Collections Service (“LCS”). The LCS may allow a third party to collect or distribute tokens, coins or currency from or to a particular user without that third party directly entering into the contract. Instead, the LCS receives information about a contractual entitlement, and adds such data to the smart contract on behalf of a third party. Lexblock makes no representations as to the veracity or accuracy of attestations made through the LCS and Lexblock hereby explicitly disclaims any and all liability pertaining to use of the LCS for any purpose, to the fullest extent legally permissable. 

Lexblock allows you to store an encrypted copy of all your claims, verifications and corresponding associations of that information (“Collections Data”) to your account. Such account is stored in a service that is maintained by Lexblock and runs on servers and infrastructure owned and operated by third party vendors. This means you will have the ability to recover Collections Data but only after restoring the keys to your Collections Data from your seed. Lexblock does not back-up your private keys, only Collections Data. By opting in, you not only have the ability to back-up your Collections Data, but you can also delete all data on Lexblock’s open-sourced managed, third-party servers from within the mobile application. You acknowledge that Lexblock is not responsible for the security or integrity of the third-party managed servers.

Lexblock shall be entitled to recoup its reasonable costs directly relating to its carrying out of necessary identity verification via third party vendors for your account from your subscription fees or collections made through LCS. 

7. Indemnity
You agree to release and to indemnify, defend and hold harmless Lexblock and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including legal fees and court costs) claims or actions of any kind whatsoever arising or resulting from your use of the Service, your violation of these Terms, and any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy. Lexblock reserves the right, at its own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Lexblock in the defence of such matter.

8. Limitation on Liability
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION, DATA AND/OR CONTENT YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORISED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICE IS AT YOUR OWN RISK. RECOGNISING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LEXBLOCK NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER BASIS OF CLAIM  (EVEN IF LEXBLOCK HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR THE INABILITY TO USE THE SITE OR SERVICE; UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE SITE OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORISED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE SITE OR SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Strictly subject to the above exclusions, we do not exclude or limit in any way our liability to you where it would be unlawful to do so.  This includes liability in the United Kingdom for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

9. Licences and Access
Subject to your compliance with these Terms and your payment of any applicable fees, Lexblock grants you a limited, non-exclusive, non-transferable, non-sublicenceable license to access and make personal and non-commercial use of the Service. This licence does not include any resale or commercial use of the Service or any derivative use of the Service. All rights not expressly granted to you in these Terms are reserved and retained by Lexblock or its licensors. The Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Lexblock. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Lexblock without express written consent. You may not misuse the Service. You may use the Service only as permitted by law. The licenses granted by Lexblock terminate if you do not comply with these Terms and Lexblock expressly reserves the right to delete or modify your profile, account and any other content supplied by you without reference to you if Lexblock considers that you have misused the Service. 

10. Links or Third Party Applications
The Service provides, or third parties may provide, links to other World Wide Web or accessible sites, applications or resources. Because Lexblock has no control over such sites, applications and resources, you acknowledge and agree that Lexblock is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Lexblock shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

11. Termination and Suspension
Lexblock may, in its sole discretion, terminate or suspend all or part of the Service and your Lexblock access immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms. Upon termination of your access, your right to use the Service will immediately cease.

The following provisions of the Terms survive any termination of these Terms: INDEMNITY; WARRANTY DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; LINKS; TERMINATION; NO THIRD PARTY BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.

12. No Third Party Rights
You agree that, except as otherwise expressly provided in these Terms, (a) there shall be no third party beneficiaries to the Terms and (b) nothing in these Terms shall be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Lexblock.

13. Notice and Procedure for Making Claims of Copyright Infringement
Lexblock responds to notices of alleged infringement. 

If you have a good faith belief that your work has been copied or otherwise managed in a way that constitutes copyright infringement on or through the Services, please send a notice of copyright infringement (“Notice”) to Lexblock via email to jh@lexblock.com with the subject line: Lexblock Copyright Notice. Please note that the Lexblock Privacy Policy does not protect information provided in a Notice. 


14. Binding Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING PROCEEDINGS AGAINST US IN COURT.

14.1. Initial Dispute Resolution
The parties shall use their best efforts to engage directly to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.

14.2. Binding Arbitration
If the parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution under the Initial Dispute Resolution provision begins, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

14.3. Location
Binding arbitration shall take place in London. You agree to submit to the personal jurisdiction of any court in London in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

14.4. Class Action Waiver
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

14.5. Exception - Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring an action to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

14.6. 30-Day Right to Opt Out
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: Lexblock Limited, ℅ Garbutt & Elliott, 33 Park Place, Leeds LS1 2RY and via email at jh@lexblock.com . The notice must be sent within 30 days of January 1, 2019 or your first use of the Service, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Lexblock also will not be bound by them.

14.7. Changes to this Section
Lexblock will provide 30 days’ notice of any changes to this section. Changes will apply to any claims arising 30 days after the date of publication of the change on the Service and/or the Site. For any dispute not subject to arbitration you and Lexblock agree to submit to the personal and exclusive jurisdiction of and venue in courts located in London. You further agree to accept service of process by email, and hereby waive any and all jurisdictional and venue defences otherwise available. The Terms and the relationship between you and Lexblock shall be governed by the laws of England & Wales without regard to conflict of law provisions.

15. General Information

15.1. Entire Agreement
These Terms (and any additional terms, rules and conditions of participation that Lexblock may post on the Site and/or the Service) constitute the entire agreement between you and Lexblock with respect to the Service and supersedes any prior agreements, oral or written, between you and Lexblock. In the event of a conflict between these Terms and the additional terms, rules and conditions of participation, the latter will prevail over the Terms to the extent of the conflict.

15.2. Waiver and Severability of Terms
The failure of Lexblock to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

15.3. Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15.4. Section Titles
The section titles in the Terms are for convenience only and have no legal or contractual effect.

15.5. Communications
Users with questions, complaints or claims with respect to the Service may contact us at jh@lexblock.com .