DEMU TERMS OF USE

Last Revised: August 21, 2023

1. Acceptance of the Terms of Use.

   These DEMU Terms of Use (“Terms of Use”) set forth the terms between you and Block Media Solutions, Inc. dba DEMU (collectively with its subsidiaries and affiliates, “Block Media,” “DEMU,” “we,” “us” and “our”) under which you may access the DEMU jukebox website at http://jukebox.demu.pro and related URLs (the “Website”), and all websites, applications, platforms, products, software, tools, data, and services that are owned and operated by Block Media and made available by us through the Website or otherwise link to or incorporate these Terms of Use (collectively, the “Services”) or otherwise provide DEMU with Content (as defined below) for the Platform. The Website and the Services are referred to together in these Terms of Use as the “Platform”.

   These Terms of Use are a binding legal agreement. Please read the Terms of Use carefully before using the Platform or providing Content to DEMU. By accessing or using the Platform or providing Content to DEMU, you represent and warrant that you have read, understood and agree to these Terms of Use, including their disclaimers and limitations of liability, and that you have legal capacity to enter into a binding agreement, you also accept and agree to use the Platform in accordance with these Terms of Use and only for the purposes intended as permitted by applicable laws, regulations and generally accepted online practices or guidelines. By using the Platform, you accept and agree to be bound by our Privacy Policy (the “Privacy Policy”) at https://demu.pro/privacy, incorporated herein by reference. If you do not agree with any element of these Terms of Use or our Privacy Policy, you must immediately refrain from accessing or using the Platform.

   THESE TERMS OF USE REQUIRE ALL DISPUTES BETWEEN YOU AND US TO BE RESOLVED BY BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION) to assert or defend your rights under these Terms of Use (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below titled “Dispute Resolution” for the details regarding your agreement to arbitrate any disputes with us.

2. Description of the Platform.

   The Platform provides users with access to the Services and other online tools and resources such as audio, personalized content, social features and targeted advertising messages, together with the ability to upload and access User Submissions (as defined below). The Platform also provides Creators (as defined below) with the ability to upload to the Platform sound recordings and the musical compositions therein that are owned or controlled by such Creator (“Creator Content”). The Platform enables other users to access, share and discover Creator Content and other personalized content, by way of streaming via the Platform. The Platform enables users to purchase access to third-party Creator Content, and to maintain access to such purchased Creator Content for so long as the user holds the relevant DEMU Token (as defined below) corresponding to the particular Creator Content in such user’s Crypto Wallet (as defined below). Any new features or tools that may be added to the Platform from time to time shall be subject to these Terms of Use. We may add, amend or remove, or impose limits or restrictions on, any feature or aspect of the Platform at any time without notice. You acknowledge and agree that we may engage third-party service providers to help make available certain products or services and you authorize us to provide your personal data to such service providers, subject to our Privacy Policy, for the purpose of delivering such products or services.

3. Account Registration; Passwords.

   Block Media may make available certain services that require you to register an account for the Platform (“User Account”). Registering a User Account requires you to provide information about yourself. When you register a User Account, you shall provide true, accurate and complete information, and you shall update such information if it changes. If you do not provide true, accurate and complete information, Block Media may, in its sole discretion, suspend or terminate your access to your User Account and the Platform. By registering for a User Account, you confirm that you are 18 years or older. You are responsible for maintaining the confidentiality of any password you create for the Platform. If you determine, or have reason to believe, that an unauthorized party has gained access to your password, you shall immediately notify Block Media via e-mail at support@demu.pro. Use of the password, whether or not authorized by you, shall be your sole responsibility and risk. Any personal information that you provide in connection with your User Account registration shall be used in accordance with our Privacy Policy. You acknowledge and agree that we may track and analyze your use of the Platform, including, without limitation, any User Submissions submitted, for the purpose of improving the Platform, and that we may disclose data about your use to third parties for the purpose of assisting us in such tracking or analysis.

4. DEMU Token; Crypto Wallets.

   The Platform uses DEMU digital tokens (“DEMU Tokens”) to represent a user’s ownership of a copy of, or license to listen to or use, certain Creator Content. You agree to the terms of licensing for each such DEMU Token, subject to the valid rights of the relevant Creators of the Content.

   Block Media may, from time to time, issue DEMU Tokens or other digital tokens to help in the operation of the Platform’s current and future features, functionalities or utilities. From time to time, Block Media may also create other digital tokens for use for direct utility, or to account for contributions and as additional incentives to users for contributing to network utility, capacity, and/or services. Any current or future value of these tokens can only be expected to arise from the actual activities of Creators, users, DEMU network node operators, and providers of software and services within the Platform and DEMU network (collectively, “Network Actors”), cooperating together for overall network capacity, capabilities, services and utility. You agree that the function and value of these tokens and the network overall will emerge primarily from your own efforts and participation, in cooperation with the other Network Actors. You further agree that Block Media may issue new token types and new tokens of existing types from time to time and allocate and distribute them at its sole discretion.

   To use the Platform for buying and selling Creator Content, you will need to use digital wallet software (a “Crypto Wallet”). You may use a non-custodial Crypto Wallet (such as Eternl, Flint, Vespr, Nami, or other compatible software) in which the security of the DEMU Tokens, digital assets, and other digital tokens is subject to the security limitations of the device you use to access the Platform and the Cardano network overall, and subject to your own security practices. You may also be able to access the Platform using a so-called “custodial” Crypto Wallet address operated by a third-party provider (such as Coinbase, Crossmint, or other payment providers or digital exchanges). DEMU Tokens held in a custodial Crypto Wallet may not function in the same way as those held in a non-custodial Crypto Wallet.

   You are advised to keep in a safe place a physical copy of the mnemonic key words created with such Crypto Wallet and to use good security practices with this copy and with your device. The wallet software will create one or more Crypto Wallet addresses in which DEMU Tokens and cryptographic assets are held.

   You understand and agree that your relationship with any third-party Crypto Wallet provider is not a relationship with Block Media. DEMU does not guarantee that transactions performed using any wallet shall be stored in any blockchain. You shall ensure that your use of any Crypto Wallet and your blockchain transactions complies with local laws.

5. User Fees and Payment.

   Users may purchase access to Creator Content on a pay-per-unit basis. Each Creator will determine its pricing for Creator Content offered to other users, in accordance with the guidelines that Block Media may establish from time to time. Creators may also offer the Creator Content for free on a promotional basis. Block Media is not responsible for how Creators price their Creator Content, and by purchasing access to Creator Content, each user agrees to accept and have the Creator Content made available to the user in accordance with the Creator’s pricing structure and other practices and policies from time to time, and in accordance with these Terms of Use.

   All blockchain transactions are confirmed and recorded in the Cardano blockchain which is not owned, controlled, or operated by Block Media. The Cardano blockchain is operated by a decentralized network of independent third parties. Block Media has no control over the Cardano blockchain and therefore cannot and will not ensure that any transaction details you submit via the Platform will be confirmed on the Cardano blockchain. Furthermore, all transactions and data submitted to the Cardano blockchain are publicly visible. Transactions and other blockchain information may be read from, or relayed to, third-party servers. Block Media does not guarantee the privacy of your internet connection. Once transaction details have been submitted to Cardano blockchain via the Platform, Block Media cannot assist you to cancel or otherwise modify your transaction details. We do not have the ability to facilitate any cancellation or modification requests.

6. Consideration to Creators.

   Creators shall be compensated on pay-per-unit purchases of their Creator Content by Platform users. Creators shall be entitled to receive 80% of the gross payments made by users in respect of such Creator’s Creator Content. Consideration shall be paid to each Creator’s Crypto Wallet in the Cardano blockchain’s cryptocurrency, ADA. The consideration calculation method is subject to change depending on changes in exchange rates, the value of cryptocurrencies, as well as other important reasons at DEMU’s discretion, subject to these Terms of Use.

7. Third-Party Terms.

   In order to participate in certain types of transactions, you may be required to open an account with a designated third-party payment processor, and you agree to be bound by the terms and conditions of such third-party payment processor for purposes of participating in the specified types of transactions. In order to monetize your products and services you, as applicable (i) designate us as your agent for the sole and exclusive purpose of processing transactions on your behalf; and (ii) authorize us and/or our designated third-party payment processor to collect payments for transactions on your behalf.

   The Platform may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Platform. When you access third-party products, services or materials, you do so at your own risk. These third parties are not under control of Block Media, and you acknowledge and agree that Block Media is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third-party products, services or materials. The inclusion of any such link does not imply endorsement by Block Media or any association with its operators. You further acknowledge and agree that Block Media 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 the use of or reliance on any such content, goods or services available on or through any such third-party website or resource.

8. Intellectual Property Ownership.

   As between you and us, the Platform is owned and operated by Block Media and/or its affiliates, applicable partners, suppliers, and licensors (collectively, “Suppliers”) and contains materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) (collectively, “DEMU Materials”) which are derived in whole or in part from materials supplied by Block Media and/or its Suppliers, and are protected by copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Platform or DEMU Materials shall, as between you and Block Media and/or its Suppliers, at all times be and remain the sole and exclusive property of Block Media and/or its Suppliers.

   You acknowledge that the Platform has been developed, compiled, prepared, revised, selected, and arranged by Block Media and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Block Media and/or Suppliers. You agree to protect the proprietary rights of Block Media and all others having rights in the Platform during and after the term of these Terms of Use and to comply with all reasonable written requests made by Block Media and/or Suppliers of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Platform. You agree to notify Block Media immediately upon becoming aware of any claim that the Platform infringes upon any copyright, trademark, or other contractual, statutory, or common law rights.

   You agree to abide by all applicable copyright and other laws. Any unauthorized use of any material contained on or through the Platform may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes. You acknowledge that Block Media and/or its Suppliers may apply for injunctive remedies in any jurisdiction to enforce its intellectual property rights.

9. Platform License; User Code of Conduct.

   Subject to your strict compliance with these Terms of Use, Block Media hereby grants you a limited, personal, non-exclusive, non-sublicensable, non-transferable, non-commercial, and revocable right to access and use the Platform and stream Creator Content available therein only in a manner that complies with all legal requirements that apply to you or your use of the Platform, including those relating to data security and data privacy, and any other agreements we have directly with you. We may revoke this license at any time, in our sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Platform, as well as all copies of such materials, whether made in accordance with these Terms of Use or otherwise.

   As conditions of your access to and use of the Platform, you shall not:

   • Use the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or otherwise access or use the Platform from territories where such access or use is unlawful;
   • Engage in unauthorized sharing of any DEMU Materials or User Submissions (collectively, “Content”) with any other user of the Platform or any third party;
   • Defame, harass, abuse, threaten, stalk or defraud other users of the Platform, or collect, or attempt to collect, personal information about users or third parties without their consent;
   • Interfere with or damage, impair or disable the operation of the Platform or any other user’s enjoyment of it, by any means (including, without limitation, uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code);
   • Attempt or assist or facilitate others to attempt to gain unauthorized access to the Platform or any part of it or accounts, computer systems or networks connected to the Platform through hacking, password mining or any other means, or otherwise remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform, features that prevent or restrict the use or copying of any Content accessible through the Platform, or features that enforce limitations on the use of the Platform;
   • Obtain or attempt to obtain any Content through any means not intentionally made available by Block Media through the Platform;
   • Use any robot, spider, scraper, or other automated means to access the Platform for any purpose or bypass our robot exclusion headers or other measures we may use from time to time in connection with access to the Platform;
   • Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack;
   • Build or benchmark a competitive product or service, or copy any features, functions or graphics of the Platform;
   • Link to or frame the Platform from another website or service, except as permitted by us in writing.
   • Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users (including, without limitation, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
   • Reverse engineer, decompile, disassemble or otherwise attempt to discover or reveal the source code of the Platform or any part thereof;
   • Modify, adapt or translate the Platform, the Content or any part thereof; or
   • Otherwise interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform.

   You acknowledge and agree that the copying, reproduction, re-arrangement, sale, leasing, renting, lending, distribution, redistribution, modification or adaptation, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, communication to the public or publication by you, directly or indirectly, of the DEMU Materials, including the removal or alteration of advertising, except pursuant to the express limited grant of rights hereunder, is strictly prohibited. You agree to abide by any and all additional notices, information or restrictions in respect of the Platform contained in any part of the Platform.

10. User Submissions.

    Subject to these Terms of Use, the Platform may enable you to upload, submit, distribute, post or otherwise make available content such as Creator Content, audio clips, written comments, data, text, photographs, graphics, feedback, or other information (“User Submissions”) to the Platform. As between you and Block Media, you shall retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Block Media, you hereby grant Block Media and its Suppliers a non-exclusive, fully paid-up, royalty-free, sublicensable, and transferable license, throughout the universe, to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your User Submissions in connection with the Platform, including, without limitation, for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered or developed. Additionally, you hereby grant to Block Media and its affiliates and sub-licensees the right to use any name that you submit in connection with your User Submissions and you hereby irrevocably waive and cause to be waived any claims and assertions of moral rights or attribution with respect to your User Submissions. You hereby grant to each user of the Platform a non-exclusive license to access your User Submissions through the Platform, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions as permitted by the functionality of the Platform and these Terms of Use.

    You shall be solely responsible for the creation and upload of, and for any and all consequences of posting or publishing, your own User Submissions. In connection with your User Submissions, you shall not: (i) publish any misrepresentation or any information that may damage or disparage Block Media or any third party; (ii) post advertisements or solicitations of business; (iii) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or (iv) include any content that may be harmful to minors in any manner. You shall comply with any content standards that Block Media may from time to time impose. Block Media and its Suppliers shall have the right (but not the obligation) to refuse to post or otherwise use, and to remove or withdraw any User Submission (or other user-generated content on the Platform) in whole or in part, at any time for any reason or no reason, with or without notice and with no liability of any kind. You shall promptly on request remove any User Submissions that Block Media determines may be objectionable in its sole discretion.

    You understand that Block Media and its Suppliers are not publisher or speaker of User Submissions, and that by using the Platform, you may be exposed to User Submissions from other users that are offensive, inaccurate, misleading, or otherwise objectionable. Block Media does not endorse any User Submission, or any opinion, recommendation, or advice expressed therein. Under no circumstances will Block Media be liable in any way for or in connection with any User Submission (including, without limitation, any inaccuracies, quality or safety issues, illegality, errors or omissions or any intellectual property infringement in relation to any User Submission) or for any loss or damage of any kind incurred as a result of the use of any User Submission or any other content posted, electronically-mailed or otherwise displayed or transmitted by a user via the Platform. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against Block Media in relation to any of the foregoing.

11. Creator Content.

    Subject to these Terms of Use, a Creator may upload Creator Content that is self-composed and self-recorded by such Creator, or in which such Creator otherwise owns or controls all rights in and to such Creator Content, for on-demand streaming by all Platform users and other use as set forth herein. For purposes of these Terms of Use, “Creator” means an individual recording artist, a collection of recording artists, or a company, entity or organization, band or other musical group (including, but not limited to, a recording label) that owns or controls all rights in and to Creator Content. As a condition of uploading Creator Content, Creators must provide Block Media with complete and accurate information necessary to identify the Creator Content as Block Media may request, including, without limitation, track names, titles, and artist information.

    When you upload your Creator Content to the Platform, you hereby grant to Block Media and its authorized sublicensees and distributors, the worldwide, a non-exclusive, fully paid-up, royalty-free, sublicensable, and transferable license to reproduce, distribute, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit to the extent necessary for Block Media to provide the Services via the Platform, to sub-license such rights to all users of the Services and to other third parties, and to use your Creator Content for Block Media’s promotional purposes (including, without limitation, by exhibition on and distribution via the Platform or other websites or online services). You expressly agree that your name may be published alongside your Creator Content. You hereby waive your moral rights for the purposes of this license. Block Media reserves the right to accept, refuse, make available (individually or within bundles), cut, edit, crop, arrange and/or withdraw any Creator Content at any time for any reason in our sole discretion. For the avoidance of doubt, these Terms of Use transfer no ownership of copyright in Creator Content to Block Media, its users or any third party.

    You are solely responsible for making backup copies of any and all of your Creator Content. Do not rely on DEMU as a primary storage space for your content. Creators shall be solely responsible and liable for any and all taxes levied on Creator in connection with Creator Content. If there is a change of circumstance after delivery of an item of Creator Content which results in your knowledge or belief that you no longer have the rights necessary to authorize Block Media to use such item(s), then you must delete such items of Creator Content from your channel.

12. User Warranties and Representations.

    You represent, warrant and covenant that:

    • You have all necessary licenses, rights, consents, and permissions to use and to authorize Block Media to reproduce, publicly perform, and otherwise use all User Submissions uploaded by you, and each such User Submission hereunder, shall not: (i) infringe, violate, or misappropriate any third-party right, including, without limitation, any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) violate any applicable law or regulation.
    • You have taken no steps, either directly or indirectly, to intentionally defeat any technological measures implemented by Block Media to ensure compliance with any laws or regulations and, when using the Platform for audio streaming, you will not interfere with the streaming mechanism of the Platform.
    • Any and all Creator Content that you post to or provide on or through the Platform is true and correct, current and complete, and you have the right and authority to provide such Creator Content and you are providing it on a royalty-free basis (subject only to any DEMU Token fees that may be imposed on the users by the applicable Creator thereof).
    • Your Creator Content is not obscene, offensive or defamatory to any person or otherwise illegal.
    • Your Creator Content is comprised entirely of your own original work (or, where you are representing a company, entity or organization (each being, a “Group”)), the original work of that Group, and that each member has given you express permission to make such item available via the Platform, and that no fees of any kind shall be due to any third party, including, without limitation, unions, guilds, musicians, engineers or producers, for the use of your Creator Content hereunder.
    • No song or musical composition within your Creator Content (“Composition”) is or shall be subject to the rights of any performing and/or mechanical collective management organization, including, without limitation, ASCAP, BMI or SESAC, (each, a “PRO”), and you are granting Block Media and the users the right to use the Creator Content without the obligation to pay royalties to any third-party, including any PRO.
    • If you are (or if any co-composer of a Composition is) a member of a PRO (or if any Composition is subject to the rights of any PRO) then you will timely issue a valid and effective notice to such PRO(s) for withdrawal of such rights and follow-up with such PRO to confirm that the notice is effective from before you uploaded the Composition(s) to the Platform and that the PRO has notified all of its associated PROs in accordance with its own procedures for “direct licensing” of your performing and mechanical rights to Block Media.
    • You shall, and shall procure that your co-creators, if any, waive any right, requirement or obligation for any PRO to collect on your behalf or on behalf of any such co-creator(s) any fee from Block Media for use hereunder of your Creator Content.
    • You are solely responsible for ensuring your compliance with the relevant PRO’s notice and reporting obligations.
    • You are not and shall not be in breach of any recording, publishing or commissioning contract with any record company, label, publisher or other third party by uploading or making available the Creator Content or by entering into or granting any rights to Block Media hereunder.
    • You have provided Block Media at the time of upload with all requested information, including, without limitation, concerning you and your User Submissions, and all such information is accurate, complete and not misleading.
13. Disclaimer of Warranties.

    THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CREATOR CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEBSITE, IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BLOCK MEDIA MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, ABOUT: (A) THE PLATFORM; (B) THE USER SUBMISSIONS; (C) THE SERVICES OR FUNCTIONS ACCESSIBLE THROUGH THE PLATFORM; (D) THE MESSAGES, CONTENT OR INFORMATION SENT FROM OR THROUGH THE PLATFORM BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE WEBSITE OR HYPERLINKS TO THIRD PARTIES; (F) THE TREATMENT OF ANY INFORMATION, CONTENT, MATERIAL OR DATA TRANSMITTED BY USERS TO THE PLATFORM; (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PLATFORM OR ANY LINKED SITE. BLOCK MEDIA DOES NOT WARRANT THAT AVAILABILITY OF THE PLATFORM, ANY OF THE PLATFORM’S FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    BLOCK MEDIA DOES NOT WARRANT THAT YOUR ACTIVITIES IN CONNECTION WITH THE PLATFORM ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, BLOCK MEDIA SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY THEREOF TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE PLATFORM, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACCESS AND ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE PLATFORM OR THE CONTENT. FURTHER, BLOCK MEDIA AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.

    BLOCK MEDIA AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES (“THE BLOCK MEDIA PARTIES”) SHALL NOT BE LIABLE IN ANY CIRCUMSTANCES FOR YOUR UNAUTHORIZED USE OF THE PLATFORM. WHERE ANY JURISDICTION LIMITS OR DISALLOWS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THIS DISCLAIMER SHALL NOT APPLY TO THE EXTENT THE LAW OF SUCH JURISDICTION IS APPLICABLE TO THIS AGREEMENT. YOU AGREE THAT YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.

14. Limitation of Liability.

    UNDER NO CIRCUMSTANCES SHALL ANY BLOCK MEDIA PARTY BE LIABLE TO YOU FOR ANY INDIRECT LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES RELATED TO (1) THE PLATFORM, THE CONTENT, OR YOUR USER SUBMISSIONS; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE PLATFORM OR ANY OF THE CONTENT OR FEATURES THEREON; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY BLOCK MEDIA OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE PLATFORM OR CONTENT; (4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS AND/OR COPYRIGHT INFRINGEMENT; (5) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE BLOCK MEDIA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE PLATFORM). NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES BLOCK MEDIA’S LIABILITY FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

    THE BLOCK MEDIA PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGE TO ANY USER’S HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOUR ACCESS TO AND USE OF THIS THE PLATFORM IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND/OR USING THE PLATFORM AND THE CONTENT. YOU ACCEPT AND AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF BLOCK MEDIA’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, PROGRAM, USER SUBMISSIONS, OR OTHER AUDIO/VISUAL CONTENT USED, OWNED OR CONTROLLED BY THE BLOCK MEDIA PARTIES, AND YOU WILL HAVE NO RIGHT TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY OF THE FOREGOING OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.

    TO THE FULLEST EXTENT PROVIDED BY LAW, YOU AGREE THAT THE TOTAL AGGREGATE LIABILITY OF THE BLOCK MEDIA PARTIES TO YOU HEREUNDER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT BLOCK MEDIA HAS PAID TO YOU HEREUNDER (FOR USE OF CREATOR CONTENT OR OTHERWISE) OR, IF GREATER, $100.00.

15. Indemnification.

    You shall indemnify, defend and hold harmless the Block Media Parties from and against any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees incurred by any Block Media Party and arising out of or in connection with: (a) your misuse of the Platform; (b) your violation of these Terms of Use or any law, rule or regulation; (c) your misuse of the Content; or (d) your placement or transmission of any of your User Submissions or any other content or materials on or through the Platform. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless the Block Media Parties from any and all claims by a third party owning, controlling or claiming any right in or to your Creator Content, including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees. You agree to cooperate as fully and reasonably as reasonably required by Block Media in the defense of any such claim. Notwithstanding the foregoing, Block Media retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Block Media under the terms and provisions of this indemnity and in no event shall you settle any such claim without Block Media’s prior written approval. DEMU reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with DEMU in asserting any available defenses at your sole expense.

16. Dispute Resolution.

    PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

    Informal dispute resolution procedure. If a dispute arises between you and Block Media, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your User Account, if any, to the following email address: info@demu.pro. For any dispute that Block Media initiates, we will send our written description of the dispute to the email address associated with your User Account or other email address that we have on file for you. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and Block Media agree to the further dispute resolution provisions below.

    The above process for an informal dispute resolution is required before you may commence any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

    Mutual arbitration agreement. You and Block Media agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of these Terms of Use (including its formation, performance, and breach) or payments by or to Block Media, or that in any way relate to the provision or use of the Platform, your relationship with Block Media, or any other dispute with Block Media, shall be resolved exclusively through binding arbitration in accordance with this Section 16 (collectively, the “Arbitration Agreement”). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in this Section 16). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and Block Media expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

    Except as set forth in this Section 16, the arbitrator or arbitration body, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Terms of Use and this Arbitration Agreement, including, without limitation, any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity.

    Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initial chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

    You and Block Media agree to submit to the personal jurisdiction of any federal or state court in New York, New York 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; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

    Except as set forth in this Section 16, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

    THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND BLOCK MEDIA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    Class arbitration and collective relief waiver. YOU AND BLOCK MEDIA ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 16, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS BLOCK MEDIA PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

    If there is a final judicial determination that either the class arbitration action and collective relief waiver or the provisions in this Section are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Block Media from participating in a class-wide settlement of claims.

    Arbitration rules. The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this “Dispute Resolution” provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

    Initiating arbitration. Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to info@demu.pro. If Block Media is initiating arbitration, it will serve a copy of the demand to the email address associated with your User Account or the email that Block Media has on file for you. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Agreement.

    Arbitration location and procedure. The arbitration will be conducted in the county where you reside, unless you and Block Media otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Block Media submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

    Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Block Media (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

    Batch arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 16 if NAM is unavailable) against Block Media within reasonably close proximity (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with Section 16 if NAM is unavailable) in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Block Media and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Block Media and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Block Media otherwise consents in writing, Block Media does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth otherwise in this Section. If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

    Arbitrator’s decision. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with this Section 16 and also must be consistent with the terms of the “Limitation of Liability” section of these Terms of Use as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

    Fees. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in this Section), provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

    Right to opt-out of the Arbitration Agreement. IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS SECTION, THEN: (1) you must notify Block Media in writing within thirty (30) days of the date that you first use the Platform or otherwise become subject to this Arbitration Agreement; (2) your written notification must be mailed to Block Media Solutions, Inc., 330 Washington St., PMB 359, Hoboken, NJ 07030 or emailed to info@demu.pro; and (3) your written notification must include (a) your name, (b) your address, (c) the date you purchased a product, if applicable and (d) a clear statement that you wish to opt out of this Arbitration Agreement. Block Media will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Terms of Use pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of this Arbitration Agreement by you and Block Media.

    Changes. Block Media will provide thirty (30) days’ notice of any changes to this Arbitration Agreement by posting the change on the Platform, or providing any other notice in accordance with legal requirements. Any such changes will go into effect 30 days after Block Media provides this notice and apply to all claims not yet filed. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If Block Media changes this Arbitration Agreement after the date you first accepted this Arbitration Agreement (or accepted any subsequent changes to this Arbitration Agreement), you agree that your continued use of the Platform 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described above.

17. DMCA Notices.

    Block Media respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, as amended (the “DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Block Media will respond to notices of alleged copyright infringement that comply with the DMCA. It is Block Media’s policy, in appropriate circumstances, to terminate the User Accounts of users who are repeat infringers or are repeatedly charged with infringement.

    If you are a copyright owner or are authorized to act on behalf of one with respect to any exclusive right under copyright and wish to send a notice regarding alleged infringements taking place on or through the Platform, you may send such notice to Block Media’s designated Copyright Agent (as defined below).

    Notice and takedown. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by a single notification – you may provide a representative list of such works (the “Notice”). Identify the material you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, and information reasonably sufficient to permit Block Media to locate the material, which may include, if applicable, the URL of the link shown on the Platform where such material may be found. Provide your mailing address, telephone number, and, if available, email address. Include both of the following statements in the body of the Notice:

    • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”
    • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

    Provide your full legal name and your electronic or physical signature. Deliver the Notice, with all items completed, to Block Media’s designated Copyright Agent (the “Copyright Agent”):

    By mail:

    For Copyright Agent
    Session Cruz
    Block Media Solutions, Inc.
    330 Washington St., PMB 359
    Hoboken, NJ 07030
    

    By email:

    DMCA@demu.pro
    Subject: DMCA Take Down Notice

    Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

    Counter Notice. One who has posted material that allegedly infringes a copyright may send Block Media a counter notice pursuant to Sections 512(g)(2) and 512(g)(3) of the DMCA (the “Counter Notice”). When Block Media receives a valid Counter Notice, we will reinstate the material in question in not less than 10 nor more than 14 days after we receive the Counter Notice unless we first receive notice from the copyright claimant that they have filed a legal action to restrain the allegedly infringing activity. To provide the Counter Notice to us, please follow the instructions below. Please note that if you provide a counter notice, in accordance with the terms of the DMCA, the counter notice will be given to the complaining party.

    Identify the material that has been removed or to which access has been disabled on the Platform and the location at which the material appeared before it was removed or access to it was disabled. Include both of the following statements in the body of the Counter Notice:

    • “I hereby state under penalty of perjury that I have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.”
    • “I hereby state that I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located or, if my address is outside of the United States, for any judicial district in which Block Media may be found, and I will accept service of process from the complaining party who notified Block Media of the alleged infringement or an agent of such person.”

    Provide your name, address and telephone number. Provide your full legal name and your physical or electronic signature. The Counter Notice should be delivered to the Copyright Agent.

18. General Terms.

    These Terms of Use (including any and all additional terms posted on the Platform from time to time) contains the entire agreement between Block Media and you with respect to the Platform, the Creator Content and User Submissions and supersedes any and all other prior written or oral agreements relating to it. If any provision of these Terms of Use shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of these Terms of Use. No waiver on the part of Block Media of any term of these Terms of Use will be effective unless made in writing and signed by a duly authorized officer of Block Media and any failure by Block Media to exercise or enforce any right hereunder shall not be deemed to be a waiver of that right. Nothing in these Terms of Use is intended to confer on any third party (whether referred to in these Terms of Use by name, class, description or otherwise) any benefit or any right under any legislation in any country to enforce any provisions of these Terms of Use. Nothing in these Terms of Use shall create any partnership, client, fiduciary or other professional or employment relationship. Block Media reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms of Use, or change, suspend, or discontinue the Platform (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Platform or by sending you an e-mail.

    These Terms of Use, and any dispute or claim arising out of or related thereto, or to Block Media or the Platform (in each case, including contractual and non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or of any other jurisdiction). Any claim, lawsuit, action or proceeding arising out of or related to these Terms of Use, or to Block Media or the Platform, shall be instituted exclusively in the federal or state courts located within the City of New York and County of New York. You agree to the exclusive jurisdiction and venue of any claims in such courts.

    We may assign our rights under these Terms of Use for any reason, including a change of control or merger as a result of the transfer of assets. You may not assign any of your rights under these Terms of Use, except with our prior written consent. All assignments of your rights are prohibited under this section, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. For purposes of this section, a “change of control” is deemed an assignment of rights, and “merger” refers to any merger in which you participate, regardless of whether you are a surviving or disappearing entity. We may delegate our performance under these Terms of Use freely. You may not delegate any performance under these Terms of Use. Any purported assignment of rights or delegation of performance in violation of this section is void.

    You may contact us by regular mail at:

    Block Media Solutions, Inc.
    330 Washington St., PMB 359
    Hoboken, NJ 07030.