Terms of Service (Portal)
Last updated: 6 June 2025
These Terms and Conditions ("Terms") form a legally binding agreement between you ("you", "your" or "User") and Web3 Music Association, a not-for-profit legal entity incorporated under the laws of Switzerland ("RECORD", "we", "us" or "our"). By registering for, accessing or using the Platform, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree, do not use the Platform.
1. DEFINITIONS
"Platform" means the cloud‑based software environment made available at https://portal.record.nexus/ through which Users may upload Portfolio Data and receive intellectual‑property (IP) analytics.
"Service" means the provision of the Platform, related documentation, support, and internal accounting of the non‑tradable YREC counter.
"YREC" means a purely internal, non‑tradable, non‑transferable accounting counter that mirrors the relative IP weight of a User’s uploaded portfolio. YREC confers no ownership, economic, voting or redemption rights of any kind.
"Portfolio Data" means all files, data, metrics and information uploaded, transmitted or otherwise supplied by a User to the Platform.
2. ACCEPTANCE AND ELIGIBILITY
2.1 By using the Platform you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms.
2.2 If you use the Platform on behalf of an entity, you warrant that you have authority to bind that entity.
3. NATURE OF SERVICE
3.1 Analytics only. The Platform provides IP‑weighted metrics, back‑testing tools and related analytical outputs regarding investors’ equity portfolios (the “Service”). The Service does not hold or transmit client money or securities, execute trades, intermediate orders, or facilitate subscriptions or redemptions of any financial instrument.
3.2 RECORD does not act as broker, custodian, investment adviser, credit institution or payment service provider. You remain solely responsible for all investment decisions and for complying with your own legal and regulatory obligations.
4. NATURE OF TREC
4.1 YREC is an internal, non-transferable and non‑tradable accounting ERC-20 token that maps the notional IP weight of portfolios you upload into the Platform. It confers no ownership, profit, voting or redemption rights, cannot be transferred, withdrawn, pledged, traded, or otherwise disposed of, and will never leave RECORD’s custody in this version of the Service and RECORD is the owner of the YREC.
4.2 You acknowledge that YREC is a purely illustrative metric designed for the functioning of the Platform and has no monetary value.
5. ACCOUNT REGISTRATION
5.1 You must create an account and provide complete and accurate information. You are responsible for keeping your credentials confidential. All activities under your account are deemed authorised by you.
5.2 You are required to follow the onboarding and registration process as prompted through the Platform.
5.3 You must submit the Tokenisation Form with the asset-list CSV and any requested evidence, warranting that all data is complete and true; RECORD relies on it to calculate IP analytics and mint your YREC.
6. FEES
5.1 Fees are stated on the Platform and are exclusive of taxes.
5.2 RECORD may suspend the Service if payment is late.
5.3 Unless expressly stated otherwise, fees are non‑refundable.
7. INTELLECTUAL PROPERTY
7.1 All software, algorithms, data and content made available through the Platform, including the IP‑ratio methodology and the YREC counter, are and remain the exclusive property of RECORD or its licensors. Subject to these Terms, RECORD grants you a limited, non‑exclusive, non‑transferable, revocable licence to access the Platform for your internal business purposes.
8. CONFIDENTIALITY
8.1 Each party shall keep confidential all non‑public information obtained from the other party in connection with the Service and shall use such information solely for the purpose of performing its obligations under these Terms.
9. NO FINANCIAL, TAX OR LEGAL ADVICE
9.1 The Service is provided for information only and does not constitute investment, legal, accounting or tax advice. You should obtain independent professional advice before relying on any Platform output.
9.2 Regulatory status. Neither the Service nor the YREC counter is a security, e‑money, collective‑investment unit or other regulated financial instrument under Swiss or EU law. RECORD does not offer, issue or facilitate the exchange of financial instruments.
9.3 Illustrative IP ratios. All IP‑ratio outputs are estimates only; they are not valuations or fair‑value opinions and should not be relied upon as such.
10. USER OBLIGATIONS
Lawful use. You will use the Platform in compliance with all applicable laws.
Security. You will implement reasonable security measures to prevent unauthorised access to your account.
Accuracy of Portfolio Data. You represent and warrant that all Portfolio Data are accurate, complete and not misleading to the best of your knowledge, and that you have the right to provide such data. You acknowledge that RECORD relies exclusively on Portfolio Data for generating IP analytics and computing YREC.
No circumvention. You will not attempt to reverse‑engineer, decompile, interfere with, or bypass any security or technical limitations of the Platform.
11. SUSPENSION AND TERMINATION
11.1 We may suspend, terminate or restrict your access to the Platform at any time with or without notice if we suspect breach of these Terms or to comply with law.
11.2 Upon termination we may zero out any internal YREC counters associated with your Account and permanently delete or anonymise your data, subject to statutory record‑keeping obligations.
12. LIMITATION OF LIABILITY
12.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud or wilful misconduct.
12.2 To the maximum extent permitted by law, in no event shall RECORD, its directors, employees, agents or affiliates (together, the "RECORD Parties") be liable for any indirect, incidental, special, punitive or consequential loss, or for any loss of profits, revenues, data or goodwill, in each case arising out of or in connection with the Platform, whether based in contract, tort or otherwise.
12.3 Aggregate cap. The aggregate liability of the RECORD Parties to you for all claims arising out of or relating to the Platform shall not exceed the greater of (a) CHF 5 000 or (b) the total fees you actually paid to RECORD in the twelve (12) month period immediately preceding the event giving rise to the claim.
13. DISCLAIMER OF WARRANTIES
13.1 The Platform and all outputs are provided "as is" and "as available". RECORD disclaims all warranties of any kind, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, accuracy or non‑infringement.
14. AMENDMENTS TO TERMS
14.1 We may amend these Terms by posting the revised version on the Platform. Changes take effect on the date indicated in the "Last updated" line above. Your continued use of the Platform after that date constitutes acceptance of the amended Terms.
15. GOVERNING LAW AND JURISDICTION
15.1 These Terms and any non‑contractual obligations arising out of or in connection with them are governed by the substantive laws of Switzerland.
15.2 The ordinary courts of the Canton of Zug, Switzerland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, provided that nothing herein prevents RECORD from seeking injunctive or interim relief in any competent jurisdiction to protect its intellectual property or confidential information.
16. SEVERABILITY
16.1 If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
17. ENTIRE AGREEMENT
17.1 These Terms constitute the entire agreement between you and RECORD with respect to the subject matter and supersede all prior understandings.
18. CONTACT
18.1 For any questions regarding the Platform or these Terms, please contact: [email protected]
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