PLEASE READ THESE TERMS CAREFULLY 

Below are set out the terms and conditions that apply to use of the Platform (the “Terms and  Conditions”). By checking the box “I have read and accept the Terms and Conditions” and clicking  “Submit” when registering to use the Platform: 

(a) you warrant, represent and undertake that you, or the legal entity on whose behalf you are  registering to use the Platform and who you have identified in the Registration Form (as defined  below), intend to, and shall, use the Platform for business purposes only; 

(b) if you have identified a legal entity on whose behalf you are registering to use the Platform in the  Registration Form, then you warrant, represent and undertake that: (i) you have sufficient  capacity, power, authority and right to enter into an agreement based on the Terms and  Conditions for and on behalf of that legal entity; and (ii) the information that you have provided in  the Registration Form about yourself and the legal entity is true and accurate; 

(c) if you have not identified a legal entity in the Registration Form, then you warrant, represent and  undertake that the information that you have provided in the Registration Form about yourself is  true and accurate; and 

(d) you acknowledge and agree that: (i) you are making an offer on behalf of yourself or on behalf of the legal entity identified in the Registration Form (as applicable) to Blokur Limited (a company incorporated in England and Wales with registered office address 85 Great Portland Street, First Floor, London, England, W1W 7LT and company number 09920209) (“Blokur”) for Blokur to provide the Platform to you or such legal entity (as applicable) on these Terms and Conditions; (ii) Blokur shall be under no obligation to accept such offer; and (iii) only by sending a confirmation email to the email address that you specify in the Registration Form is Blokur accepting such offer, and a  legal binding agreement shall be formed between you or the legal entity identified in the  Registration Form (as applicable) and Blokur based on these Terms and Conditions upon such email being sent. 

1. Definitions 

1.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions. 

“Authorised Users” means those employees, agents and independent contractors of the  Licensee who are authorised by the Licensee to use the Platform, as further described in clause  3.1(c). 

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. 

“Controller”, “processor”, “data subject”, “personal data”, “personal data breach”,  “processing” and “appropriate technical and organisational measures” have the meanings given to them in the GDPR.

“Data Protection Laws” means any applicable laws, orders and regulations relating to the processing, privacy, and use of personal data including: (i) EU Council Directive 2002/58/EC; (ii)  the GDPR; (iii) any corresponding or equivalent national laws or regulations; or (iv) approved codes of conduct or approved certification mechanisms issued by any relevant regulatory authority. 

“Effective Date” means the date on which Blokur accepts the Licensee’s registration request as set out above. 

“GDPR” means the General Data Protection Regulation ((EU) 2016/679). 

“Group” means, in respect of either party, its ultimate parent undertaking from time to time and all direct and indirect subsidiary undertakings from time to time of such ultimate parent undertaking,  in each case involving control, directly or indirectly, by one entity of another entity or common control with the relevant party and where “control” means: (i) the ownership or control (directly or indirectly) of more than fifty percent (50%) of the fully diluted voting share capital of the relevant entity; and/or (ii) the ability to direct the casting of more than fifty percent (50%) of the fully diluted votes exercisable at meetings of the relevant entity on all, or substantially all, matters; and/or (iii)  the right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board of directors on all, or substantially all, matters. 

“Initial Subscription Term” means initial subscription term of the subscription, as set out in the Subscription Details Form. 

“Licensee” means: (a) where a legal entity has been identified in the Registration Form, that  legal entity; and (b) where a legal entity has not been identified in the Registration Form, the  individual who completed the Registration Form;  

“Licensee Data” has the meaning given in clause 4.1.  

“Other User Data” has the meaning given in clause 4.5. 

“Platform” means the ‘Blokur’ music rights conflict platform (including any updates thereto) and the associated services made available by Blokur from time to time. 

“Registration Form” means the “Registration Information” section of the registration process. 

“Renewal Period” means the period for which the term of the Subscription shall renew the following  expiry of the Initial Subscription Term, as set out in the Subscription Details Form. 

“Subscription” means the subscription to the Platform to which these Terms and Conditions apply, the details of which are set out in the Subscription Details Form. 

“Subscription Details Form” means the “Subscription Details” page of the registration process. 

“Subscription Fees” means the subscription fees payable by the Licensee to Blokur for the  Subscription, as set out in the Subscription Details Form. 

“Subscription Term” has the meaning given in clause 11.1 (being the Initial Subscription Term together with any subsequent Renewal Periods). 

“Virus” means anything or device (including any software, code, file or programme) which may:  (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging,  altering or erasing the programme or data in whole or part or otherwise); (iii) or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be construed accordingly.  

1.2 Clause headings shall not affect the interpretation of these Terms and Conditions. 

1.3 A person includes an individual, corporate or unincorporated body (whether or not having  separate legal personality). 

1.4 A reference to a company shall include any company, corporation or other body corporate,  wherever and however incorporated or established. 

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.  

1.7 References to clauses are to the clauses of these Terms and Conditions. 2. Provision of Platform 

2.1 The type of Subscriptions available and the corresponding access and functionality of the  Platform is as follows:  

(a) Music User – this Subscription type allows the Licensee to search for songs and identify individuals that hold an interest in such songs. 

(b) Free Music Publisher – this Subscription type allows music publishers to list songs and the individuals that hold interest in these songs and receive updates where a conflict with the ownership identified by another music publisher user is identified.  

(c) Upgraded Music Publisher – this Subscription type allows music publishers to list songs and the individuals that hold interest in these songs and receive updates where a conflict with the ownership identified by another music publisher user is identified and to take advantage of such additional services as are set out in the Subscription Details Form.

(d) The type of Subscription to which these Terms and Conditions shall apply shall be that which is set out in the Subscription Details Form.  

2.2 Subject to the Licensee complying with these Terms and Conditions and purchasing the  Subscription in accordance with clause 7.1, Blokur hereby grants to the Licensee a non exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised  Users to use the Platform (including the Other User Data) during the Subscription Term solely for its internal business operations. 

2.3 The information made available to the Licensee via the Platform has been supplied to Blokur and is aggregated from a variety of third party sources (including other users of the Platform), and changes on a continual basis. Blokur does not warrant that the that the Platform and/or the  information obtained by the Licensee through the Platform will meet the Licensee’s requirements 

or that such information is accurate, complete, timely or reliable.  

2.4 Blokur: 

(a) does not warrant that the Licensee’s use of the Platform will be uninterrupted or error-free or that the Platform will be free from Vulnerabilities; and 

(b) will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

2.5 Blokur warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions. 

2.6 The rights provided under this clause 2 are granted to the Licensee only, and shall not be considered granted to any subsidiary or holding company of the Licensee. 

3. Use of the Platform 

3.1 In relation to the Authorised Users, the Licensee undertakes that: 

(a) it shall not provide access to the Platform to more Authorised Users than the stated  number of concurrent users set out in the Subscription Details Form; 

(b) each Authorised User shall keep a secure password for his use of the Platform, and that  each Authorised User shall keep his password confidential; 

(c) the Licensee shall maintain a written, up to date list of current Authorised Users and  provide such list to Blokur within 5 Business Days of Blokur's written request at any time  or times;

(d) the Licensee shall permit Blokur or Blokur's designated auditor to audit its use of the  Platform in order to establish the name and password of each Authorised User and  Blokur's data processing facilities to audit compliance with these Terms and Conditions.  Each such audit may be conducted no more than once per quarter, at Blokur's expense,  and this right shall be exercised with reasonable prior notice; and 

(e) if any of the audits referred to in clause 3.1(d) reveal that the Licensee is in breach of clause 3.1(a), then without prejudice to Blokur's other rights, the Licensee shall pay an amount to Blokur equal to the difference in the Subscription Fees paid and the fee that would have been payable were the number of concurrent users set at the actual usage.  Such amount shall be paid within 10 Business Days of Blokur’s request.  

3.2 The Licensee shall not and shall procure that no Authorised User shall access, store, distribute or transmit any Viruses, or any material during the course of using the Platform that: 

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or  ethnically offensive; 

(b) facilitates illegal activity; 

(c) depicts sexually explicit images; 

(d) promotes unlawful violence; 

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation,  disability; or 

(f) is otherwise illegal or causes damage or injury to any person or property, 

and Blokur reserves the right, without liability or prejudice to its other rights to the Licensee, to disable the Licensee’s access and/or the access of any particular Authorised User should the  Licensee and/or an Authorised User do so. 

3.3 The Licensee shall not: 

(a) except as may be allowed by any applicable law which is incapable of exclusion by  agreement between the parties and except to the extent expressly permitted under these  Terms and Conditions: 

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror,  republish, download, display, transmit, or distribute all or any portion of the  Platform in any form or media or by any means; or 

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or  otherwise reduce to human-perceivable form all or any part of the Platform; or 

(b) access all or any part of the Platform in order to build a product or service which  competes with the Platform;  

(c) use the Platform to provide services to third parties; 

(d) subject to clause 17.1, license, sell, rent, lease, transfer, assign, distribute, display,  disclose, or otherwise commercially exploit, or otherwise make the Platform available to  any third party except the Authorised Users; 

(e) attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as  provided under this clause; or 

(f) introduce or permit the introduction of, any Virus or Vulnerability into Blokur's network and information systems.  

3.4 The Licensee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Blokur. 

4. Licensee Data and Other User Data 

4.1 Where the Licensee’s Subscription is a Music Publisher Subscription (as identified in the  Subscription Details Form), the Licensee may provide data to Blokur from time to time in relation to songs in which it has an interest (including the names of those individuals that have rights in such songs) (the “Licensee Data”). 

4.2 The Licensee shall own all right, title and interest in and to all of the Licensee Data. 

4.3 The Licensee hereby grants to Blokur and each member of its Group a worldwide, irrevocable,  perpetual, non-exclusive, sub-licensable, transferable and royalty-free licence and right to use,  copy, store and process the Licensee Data for the purposes of: (a) providing the Platform to the  Licensee and discharging its obligations under these Terms and Conditions; and (b) providing the  Platform to any and all other users of the Platform from time to time and discharging its obligations in respect of such other users.  

4.4 The Licensee expressly acknowledges and agrees that the Licensee Data that it provides shall be made available to, and accessible by, any and all other users of the Platform. 

4.5 Irrespective of the Licensee’s Subscription, through its use and receipt of the Platform, the  Licensee acknowledges that it shall gain access to data provided to Blokur by other users of the  Platform from time to time in relation to songs in which such users have an interest (including the names of those individuals that have rights in such songs) (the “Other User Data”). 

4.6 As between the parties, Blokur shall own all right, title and interest in and to the Other User Data and grants the right to the Licensee to use the Other User Data pursuant to clause 2.2.  

5. Data Protection  

5.1 In this clause 5: (a) “Shared Data” means (to the extent it constitutes personal data) the Licensee  Data and Other User Data; (b) “Disclosing Party” means the party making available the relevant  Shared Data, being Licensee in respect of the Licensee Data and Blokur in respect of the Other 

User Data; and (c) “Receiving Party” means the party to which the relevant Shared Data is made available, being the Licensee in respect of the Other User Data and Blokur in respect of the  Licensee Data. 

5.2 In respect of each party’s processing of the Shared Data as contemplated in these Terms and  Conditions, each party shall be an independent controller. Accordingly, each party shall be separately liable for its own processing of such Shared Data and shall comply with Data  Protection Laws in connection with the same. 

5.3 The Licensee shall: 

(a) ensure that any necessary notices have been made available to, and any necessary  consents have been received from, the relevant data subjects to enable the lawful  transfer of the Licensee Data to Blokur and Blokur’s (and its permitted sublicensees’) use  of the Licensee Data as contemplated in these Terms and Conditions; and 

(b) shall immediately notify Blokur if it becomes aware of any change or circumstance which will, may or is alleged to impact the lawfulness of any processing of the Shared Data by  Blokur (including if a data subject withdraws any necessary consent or requests their  Shared Data is no longer processed or is erased or if any of the Shared Data is not accurate or up-to-date), together with full details of the circumstances and (immediately once available) revised and corrected data. 

5.4 Each party shall: 

(a) not disclose or permit the disclosure of any Shared Data to any third party unless specifically agreed in advance by the Disclosing Party and only make such a disclosure subject to the third party being under obligations which are as protective of the Shared  Data as those imposed on the Receiving Party under this clause 5. It is hereby agreed by  Licensee that Blokur may share the Licensee Data with any member of its Group and any  other user of the Platform from time to time;