Licence Terms — Fribbler

These licence terms and conditions (“Licence Terms”) issued to you by Fribbler Ltd (“Fribbler”) constitute a legal agreement between you (“you” or “user”) and Fribbler for your use of the Fribbler platform and all services connected thereto, its content and related computer software, any related app, the data supplied with such software or app, and any associated technology (the “Platform”). The Platform is a Business to Business Service as a Software platform enabling blockchain-powered intellectual property recordal, verification and transfer utilising blockchain timestamping, zero-knowledge encryption, and decentralized storage.

By clicking the “I agree” box below and/or by using the Platform you agree to all terms in these Licence Terms and acknowledge and accept that you agree to the use of your data and information by Fribbler for these purposes and as set out further in Clause 8 below. You acknowledge specifically that you accept the limitations relating to deletion of your personal data when using blockchain technology.

1.Licence Terms Formation

The Licence Terms shall be deemed formed, and these Licence Terms shall be deemed irrevocably accepted by you, on the earlier of (i) your clicking of the “I agree” box below; and (ii) your commencement of usage of the Platform at any time. No other terms or conditions other than the Licence Terms shall apply or govern the relationship between us and any and all other terms not set out herein or by Fribbler shall be deemed superseded hereby. No attempt to introduce any other terms or conditions will be effective unless documented as a formal variation consented to in writing by a duly authorised representative of Fribbler.

2.Grant of Limited Licence

Subject to the restrictions set out in this clause 2, Fribbler hereby grants you a non-exclusive, non-sublicensable, non-transferable licence to you (“Authorised User”) to use the Platform provided from time to time by Fribbler until terminated in accordance with these Licence Terms (collectively, the “Licence Term”).

3.Licence Fees

There are multiple payment tiers available on the Platform including a free tier and multiple paid tiers. Licence Terms apply to all payment tiers including the free tier. Any fees payable are paid by Authorised User in advance on the frequency and basis set out on the Platform. The fees payable may be increased by such amount as notified to you from time to time.

4.Your Obligations

Platform Access. You shall ensure that only the Authorised Users use the Platform in accordance with the Licence Terms and shall be responsible for any Authorised User’s acts or omissions in connection with use of the Platform, including any breach of the Licence Terms, as if the same were your act or omission. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and shall take appropriate security measures accordingly. In the event of any such unauthorised access or use, you undertake to promptly notify Fribbler, providing full details of the same and all such cooperation and assistance as Fribbler may reasonably require, at your own cost.
Laws, Regulations and Indemnity. You shall also ensure that you comply with all applicable laws and regulations at all times, including but not limited to any intellectual property laws, data protection requirements and ensuring that your usage of the Platform, does not give rise to any infringement of any third party’s rights or any breach of any Licence Termsual, statutory or regulatory obligation. You shall obtain and maintain at all times all necessary rights, licences, authority and consents necessary or desirable to use the Platform, and to share any and all data and information with, or make requests of, the Platform, Fribbler and its systems. You shall indemnify, defend, and hold harmless Fribbler and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all damages, costs, and expenses (including reasonable attorneys’ fees) arising out of any third-party claim that your use of the Platform infringes the copyright or other intellectual property rights of any third party.
User Access Data for Learning. Fribbler reserves the right to use and re-use as it sees fit in its sole and absolute discretion any and all skills, data (other than personal data), findings, learnings, expertise, knowledge and know-how gained and/or arising from providing access to or use of the Platform for or by you or any Authorised User and otherwise from the Platform’s operation, to which you irrevocably consent.
Copying Fribbler or the Platform. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between us, you must not:
1. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Platform or any part of it;
2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Platform (as applicable) in any form or media or by any means except to the extent expressly permitted under these Licence Terms;
3. access all or any part of the Platform in order to build a product or service which competes with it or Fribbler;
4. use the Platform for the benefit of any person other than you, without express prior written agreement from Fribbler; or
5. licence, sell, resell, 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.

5.Authorised User Access

Following your account registration on the Platform, Fribbler shall provide you with unique login information for you and, following the account registration process covering any Additional Team Members being your team members who will also be required to accept these Licence Terms and to whom all obligations under these Terms and Conditions apply. Such login codes are non-transferable and must only be used by the named Authorised User and properly registered Additional Team Members. You shall ensure that this is the case and that all access codes and details relating to access to the Platform are kept secure and confidential at all times. In the event of any code being lost, you may request a replacement code. Fribbler shall be entitled to audit your (and your Authorised Users’) use of the Platform, with which you shall provide all reasonable cooperation and assistance upon request from Fribbler. In the event that Fribbler detects usage of the Platform by anyone other than an Authorised User and Additional Team Members Fribbler may suspend or cancel all access to the Platform. In the event of any breach or suspected breach of any of the terms or conditions of the Licence Terms by you, Fribbler shall be entitled to immediately suspend all access for you and your Authorised Users until such breach is remedied or resolved, without liability to you of any kind.

6.Intellectual Property — Proprietary Rights

You irrevocably accept, acknowledge and agree that Fribbler or its licensors (as applicable) own all intellectual property rights of any kind anywhere in the world (including but not limited to the rights to apply for registration, renewal, extension or protection of the same and to enforce the same) in the Platform. Except as expressly stated herein, the Licence Terms and your use of the Platform do not grant you or any Authorised User any rights of any kind to, or in, or licences in respect of, the Platform or any part of them. For the avoidance of doubt, Fribbler shall own any and all rights (including but not limited to any intellectual property rights) in relation to or resulting from any changes to Platform content recommended by you or any other Authorised User or inputted into the Platform by you or any Authorised User. If and to the extent that you or an Authorised User somehow obtains any rights of any kind in the Platform, the Software or the Documentation, you hereby assign (and shall promptly on request ensure any Authorised User assigns) (by way of present and, where appropriate, future assignment) all such rights (including but not limited to any intellectual property rights) with full title guarantee to Fribbler and that you (and they) waive all moral rights in respect of the same.

Fribbler hereby warrants to you that the Platform is owned or licensed by Fribbler and Fribbler will defend you against any damages finally awarded against you to a third party as the result of a claim that the possession or use of the Platform by you in accordance with the terms of the Licence Terms infringes any protected intellectual property right of such third party, provided that: (i) you give prompt notice of any such claim to Fribbler, accompanied by all relevant details and information; (ii) you provide all relevant cooperation and assistance to Fribbler promptly on request for the same in relation to defending and/or settling any such claim (and you make no admissions of any kind in respect thereof); and (iii) Fribbler is given sole and absolute authority to defend or settle such claim. In the defence or settlement of any such, Fribbler may procure the right for you to continue using the Platform, may replace or modify the same (or any part of it) so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Licence Terms on provision of not less than two (2) calendar days’ notice to you, without any additional liability or obligation to pay liquidated damages or other additional costs to you. In no event shall Fribbler, its employees, agents and sub Licence Terms or be liable to you to the extent that any such claim is based on: (i) a modification of the Platform, by any party other than Fribbler; (ii) your (and/or your Authorised Users’) use of the Platform in a manner contrary to the instructions given to you by Fribbler or under the Licence Terms; or (iii) your (and/or your Authorised Users’) use of the Platform after notice of the alleged or actual infringement from any third party or Fribbler or any appropriate authority, or you otherwise becoming aware of the possibility of such claim. This clause 6 states your sole and exclusive rights and remedies and Fribbler’s (including Fribbler’s employees’, agents’ and sublicensors’) entire obligations in respect of any such claim.

7.Confidentiality

Each party may be given access to information which is not in the public domain, which may be sensitive, proprietary and/or confidential to the other party, whether relating to its business interests, operations or otherwise (“Confidential Information”) from the other party in order to perform its obligations under these Licence Terms or otherwise in connection with these Licence Terms. You acknowledge and accept that the Platform constitutes part of Fribbler’s Confidential Information and that all information and documentation provided by Fribbler shall be deemed its Confidential Information. You will ensure that any Confidential Information provided by you to Fribbler is clearly marked and identified as such on or in advance of its provision to Fribbler. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, shall not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the performance of this Licence Terms. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Licence Terms.

A party’s Confidential Information shall not be deemed to include information that:

is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party’s lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
is independently developed by the receiving party, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Other than as set out in this Licence Terms, neither party shall make, or permit any person to make, any public announcement concerning this Licence Terms without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. This clause 7 shall survive termination of this Agreement, however arising.

8.Data Protection

Each party shall comply with all applicable data protection laws, regulations and requirements at all times. In addition, Fribbler shall employ security and organisational methods it deems reasonably appropriate to seek to ensure logical separation of all user data by individual user within its databases.
Fribbler will store your data using blockchain technology. While Fribbler will take all reasonable steps to ensure the data protection of its users including by
1. using a private blockchain OR POLYGON NETWORK
2. storing personal data off chain where reasonable and possible
3. ensuring data can be altered and destroyed by encrypting and destroying the encryption key so that records are no longer accessible
4. ensuring data subjects access to their data
5. nominating a data controller.
you acknowledge the deletion limitations of blockchain technology specifically that once your data is held on the blockchain, the ability to change/ delete data will consist solely of destruction of an encryption key, meaning the data is no longer accessible to Fribbler, you, or any other parties. You also acknowledge that regardless of deletion requests, Fribbler will maintain IP ownership records, financial records, and contractual records both to comply with applicable regulation and to avoid or defend potential disputes.

9.Disclaimers

PLEASE NOTE THE FOLLOWING DISCLAIMERS AND EXCLUSIONS OF LIABILITY:

FRIBBLER DOES NOT WARRANT THAT THE USER’S USE OF THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THEY WILL BE AVAILABLE TO BE ACCESSED BY YOU OR AUTHORISED USERS FOR ANY PARTICULAR DURATION OR AT ANY PARTICULAR TIME; OR THAT THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU OR YOUR AUTHORISED USERS THROUGH USAGE OF THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION WILL MEET YOUR OR THEIR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT OR BENEFIT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CONDITIONS, WARRANTIES OR OTHER TERMS NOT SET OUT IN THE LICENCE TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS LICENCE OR ANY COLLATERAL LICENCE TERMS, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE.
YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL DECISIONS THAT YOU MAY MAKE IN RELATION TO YOUR AND YOUR AUTHORISED USERS’ USAGE OF THE PLATFORM, SOFTWARE AND/OR DOCUMENTATION AND ANY RESULTS OR INFORMATION GENERATED THEREFROM OR RELATING THERETO AND FRIBBLER AND ITS GROUP COMPANIES, OFFICERS, EMPLOYEES AND DIRECTORS SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH OR ARISING OUT OF THE SAME, SAVE AS EXPRESSLY SET OUT HEREIN, AND YOU HEREBY IRREVOCABLY UNDERTAKE TO FULLY INDEMNIFY FRIBBLER AT ALL TIMES IN RESPECT OF ANY LIABILITY, CLAIM, DAMAGES, COSTS OR EXPENSES WHICH MAY ARISE OUT OF OR IN CONNECTION WITH ANY SUCH DECISION MADE BY YOU OR YOUR AUTHORISED USERS.
YOU IRREVOCABLY ACCEPT AND ACKNOWLEDGE THAT THE INFORMATION DELIVERED VIA THE PLATFORM OR SOFTWARE ARE BASED ON (AND RELY UPON) SUCH CONTENT AS IS ACCESSIBLE BY OUR SYSTEMS FROM TIME TO TIME, THAT THIS CONTENT MAY BE PROVIDED BY THIRD PARTIES WHO MAY WITHDRAW THE SAME AT ANY TIME OR WHO MAY NOT VERIFY THE ACCURACY OF THE CONTENT OR CONTINUING ACCURACY OF THE CONTENT, THAT CERTAIN CONTENT MAY NOT BE AVAILABLE OR SEARCHABLE DUE TO BEING BEHIND PAYWALLS OR OTHER RESTRICTED ACCESS, THAT ANY SEARCH CARRIED OUT WILL ONLY REFERENCE CONTENT AVAILABLE VIA FRIBBLER’S ACCESS SYSTEMS AT THAT TIME AND MAY NOT INCLUDE THE LATEST DEVELOPMENTS OR UP-TO-DATE INFORMATION IF THIS IS NOT READILY AVAILABLE TO FRIBBLER AT THE TIME OF A SEARCH, THAT THERE MAY BE TRANSLATION ERRORS WHERE CONTENT IS AUTOMATICALLY TRANSLATED USING TRANSLATION ENGINES, AND THAT ALL OF THESE FACTORS MAY ADVERSELY AFFECT THE ACCURACY AND COMPLETENESS OF RESULTS SO DELIVERED. FRIBBLER DEPLOYS METHODS IT DEEMS APPROPRIATE IN ORDER TO TRY TO MITIGATE ERRORS WHERE REASONABLY PRACTICABLE BUT DOES NOT GUARANTEE THESE METHODS WILL BE SUCCESSFUL AND SHALL NOT BE LIABLE TO YOU OR AUTHORISED USERS IF THEY ARE NOT. YOU MUST USE YOUR OWN JUDGEMENT AND CAUTION AT ALL TIMES WHEN USING THE PLATFORM, SOFTWARE AND DOCUMENTATION AND WHEN CONSIDERING ANY RESULTS OR INFORMATION PROVIDED THEREBY OR IN RELATION THERETO.
YOU FURTHER IRREVOCABLY ACCEPT AND ACKNOWLEDGE THAT FRIBBLER DOES NOT PROVIDE ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF THE SOURCE MATERIALS ACCESSED AND USED BY THE PLATFORM OR SOFTWARE IN ITS OPERATIONAL PROCESSES, OR RESULTS OR INFORMATION PROVIDED TO YOU OR YOUR AUTHORISED USERS OR ACCESSIBLE BY YOU OR YOUR AUTHORISED USERS VIA OR IN CONNECTION WITH THE PLATFORM, SOFTWARE OR DOCUMENTATION AND THAT THE SAME, AS WELL AS THE PLATFORM, SOFTWARE AND DOCUMENTATION THEMSELVES, ARE PROVIDED TO YOU ON AN “AS IS” BASIS.
NOTHING IN THE LICENCE TERMS LIMITS FRIBBLER’S LIABILITY TO YOU IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY FRIBBLER’S NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS OR IN RESPECT OF FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
SUBJECT TO CLAUSE 9.f. ABOVE, FRIBBLER SHALL NOT BE LIABLE TO YOU UNDER OR IN RELATION TO OR IN CONNECTION WITH THE LICENCE TERMS (WHETHER SUCH LIABILITY ARISES IN LICENCE TERMS, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) FOR:
1. ANY LOSS OF PROFIT;
2. LOSS OF SALES OR BUSINESS;
3. LOSS OF AGREEMENTS OR LICENCE TERMS;
4. LOSS OF ANTICIPATED SAVINGS;
5. LOSS OF OR DAMAGE TO GOODWILL;
6. LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION,
(IN EACH CASE WHETHER DIRECT OR INDIRECT), OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, IN EACH CASE REGARDLESS OF WHETHER THE PARTIES WERE AWARE OF THE POSSIBILITY OF SUCH LOSS OR LIABILITY. THE TERM “LOSS” AS USED HEREIN INCLUDES A PARTIAL LOSS OR REDUCTION IN VALUE AS WELL AS A COMPLETE OR TOTAL LOSS. IN ADDITION, FRIBBLER SHALL HAVE NO LIABILITY FOR ANY ACTS OR OMISSIONS OF FRIBBLER WHICH ARE MADE AT YOUR DIRECTION OR REQUEST.

SUBJECT TO CLAUSES 9.f. AND 9.g. ABOVE, FRIBBLER’S TOTAL LIABILITY ARISING FROM OR IN CONNECTION WITH THE LICENCE TERMS (AND WHETHER THE LIABILITY ARISES IN LICENCE TERMS, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE AGGREGATE OF ALL FEES PAID BY YOU TO FRIBBLER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE LIABILITY ARISING.

10.Notices

Any notice required to be given under this Agreement shall be in writing and shall be sent by email to in Fribbler’s case FRIBBLER GENERAL EMAIL ADDRESS and in your case the email address you used to register your account. A notice shall be deemed to have been received, provided no error or delivery failure message is received, at the time of sending if sent during Business Hours in the place of receipt or, if outside Business Hours in the place of receipt, at the next re-commencement of Business Hours after sending.

11.General Provisions

Survival. Any provision of the Licence Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Licence Terms shall remain in full force and effect.
Variation. Fribbler may amend its Licence Terms from time to time as it deems fit at its sole and absolute discretion. Fribbler shall provide you with as much notice of any such changes as is reasonable and in any event no less than thirty (30) days’ prior notice of material changes. Other than as set out above, no variation of the Licence Terms shall be effective unless it is in writing and accepted by the parties (or their authorised representatives) with acceptance being confirmed by re-clicking the refreshed “I agree” box on the Platform.
No waiver. No failure or delay by a party to exercise any right or remedy provided under the Licence Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies. Except as expressly provided in the Licence Terms, the rights and remedies provided under the Licence Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
Invalidity. If any provision (or part of a provision) of Licence Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire agreement. The Licence Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into the Licence Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether made negligently or innocently and whether in writing or not) of any person (whether party to the Licence Terms or not) relating to the subject matter of the Licence Terms, other than as expressly set out in the Licence Terms.
Assignment. You shall not, without the prior written consent of Fribbler (not to be unreasonably withheld or delayed), assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under the Licence Terms. Fribbler shall have the right to assign, transfer, charge, novate or otherwise deal with the exercise of its rights and performance of its obligations under the Licence Terms to or with any group company and to subLicence Terms to appropriate third parties (as determined by Fribbler acting reasonably).
No partnership. Nothing in the Licence Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Further assurance. Each party will at the request of the other party, at its own cost, do (or procure others to do) everything reasonably necessary to give the other the full effect of the terms of the Licence Terms.
Dispute resolution. The parties shall attempt, in good faith, to resolve any dispute promptly by negotiation, first by referring such dispute to DISPUTES EMAIL AT FRIBBLER or the email address you used to register your account, respectively, and the appropriate representative assigned by Fribbler will then attend to resolution. If the dispute cannot be resolved by the representatives referred to in this clause within 30 days after the dispute has been referred to them, either party may give further notice to the other party in writing to DISPUTES EMAIL AT FRIBBLER or the email address you used to register your account, respectively (“Dispute Notice”) that a dispute has arisen and within seven days of the date of the Dispute Notice, each party shall refer the dispute to each party’s Chief Executive Officer/ Managing Director/Partner for resolution.
Third party rights. These Licence Terms do not confer any rights on any person or party (other than the parties to these Licence Terms and, where applicable, their successors and permitted assigns) pursuant to the Licence Terms (Rights of Third Parties) Act 1999.
Governing law. These Licence Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-Licence Termsual disputes or claims) shall be governed by and construed in accordance with the laws of England.
Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Licence Terms or its subject matter or formation (including non-Licence Termsual disputes or claims).

12.Termination

These Licence Terms will continue in effect until terminated in accordance with this Clause 10. Fribbler or you may terminate these Licence Terms at any time, for any reason with or without cause. You acknowledge that on termination by either party you authorise Fribbler to destroy all non-essential blockchain encryption keys relating to your account data. For the avoidance of doubt Fribbler will retain encryption keys allowing access to essential financial and contractual records as set out in Clause 8. On termination or expiry of these Licence Terms for any reason:

all licences granted under these Licence Terms shall immediately terminate and you shall immediately cease to, and shall ensure all Authorised Users cease to, use or access the Platform;
except as otherwise set out in these these Licence Terms, each party shall return or destroy or delete and make no further use of any material, equipment, property, and other items (and all copies of them) belonging to the other party; and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Licence Terms which existed at or before the date of termination shall not be affected or prejudiced by such termination.

Version: January 2026