Terms of service

Last Updated: January 6, 2023

Welcome to https://royal.io. Please read these Terms of Service (the “Terms”) carefully. This is an agreement between you (herein “User,” “you,” or words of similar meaning) and Royal Markets Inc., a Delaware corporation (“Royal”, “our,” or words of similar meaning) (you and Royal shall each be a “Party” hereto and collectively the “Parties”). These Terms govern your use of the Royal website located at https://royal.io (the “Site”), and all related tools, mobile applications (“App”), web applications, decentralized applications, smart contracts, APIs, or other platforms, applications, or services offered by or associated with Royal (collectively, the “Royal Platform”). To make these Terms easier to read, the Site, our services, App, and Royal Platform are collectively called the “Services.”

By continuing to browse, access, and use our Services, or by obtaining, holding, or owning a Royal nonfungible token (“Song Token”), you acknowledge that you have read and accept the terms and conditions set out below. If you do not accept, you must cease to access and use our services immediately. You understand that, as a part of the Services, Royal may require that you read, acknowledge, and accept additional terms or documents (including, but not limited to, the Artist Terms (as such term is defined below) and all related documents), and by doing so, you shall make yourself a party to such documents and agree to be bound by the terms contained therein.

If you choose to accept these Terms, you must do so as they are presented to you – no changes will be accepted by us. If any future changes are unacceptable to you, you should discontinue using the Services. Your continued use of the Services now, or following the posting and reasonable notice of any such changes, will indicate your acceptance of these Terms, and of any such changes.

WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ROYAL THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU ARE WAIVING YOUR RIGHTS TO A CLASS ACTION AND A JURY TRIAL. PLEASE REVIEW CAREFULLY SECTION 21 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.

SONG TOKENS PURCHASED ON THE ROYAL PLATFORM ARE NON-RETURNABLE.

Royal is not a wallet provider, exchange, broker, financial institution, or creditor. Royal provides a peer-to-peer web service that helps Users discover and interact with each other and Song Tokens available in public blockchains. We do not have custody or control over the Song Tokens or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of Song Tokens.  To use our Services, you must use a third-party wallet which allows you to engage in transactions on blockchains.

Royal is not a party to any agreement between any Users. You bear full responsibility for verifying the identity, legitimacy, functionality, or authenticity of any User or Song Token (and any content associated with such Song Token) visible on the Service.

  1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties, or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.

  2. Additional Terms and Policies. Your use of the Services is subject to additional terms and policies as may be posted on the Services from time to time and that will include the following:

    1. Privacy Policy. Please review our Privacy Policy linked here, which also governs your use of the Services. By submitting personal data through our Services, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.
    2. Certain Risks. Use of the Services, including the trading of Song Tokens, may carry significant risks. Some of these risks are discussed herein, but you should review our Risks Associated with Royal Song Tokens, linked here, for more information on these risks.
    3. Artist Terms and Purchaser Terms. If you are an Artist or a Purchaser (as each is defined below), you will be subject to the Artist Terms (as defined below) or Purchaser Terms (as defined below), as applicable. Notwithstanding the foregoing, Artists and Purchasers are both considered Users as defined herein, and therefore all of the Terms contained herein apply to both Artists and Purchasers unless otherwise indicated herein or in the Artist Terms.
    4. Royal Programs. Your participation in certain Royal programs (e.g., promotions, contests, etc.) will be subject to additional terms and conditions specific to such programs.
    5. Third-Party Service Providers. We partner with certain third parties to assist with payments, transactions, identify verification, fraud-prevention, and for other legal and compliance functions. By using our Services, you agree to:

  3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App, and/or through other means of communication. It is important that you review the Terms whenever we update them or you use the Services, as they govern your use of the Services. If you continue to use the Services after we have updated the Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

  4. Who May Use the Services? The Services are only available to Users in certain jurisdictions who can use the Services as permitted under applicable law. The Services are not authorized for use in certain other jurisdictions that are subject to a U.S. Government embargo, designated by the U.S. Government as a terrorist-supporting country, listed by the U.S. Government as a prohibited or restricted party, or otherwise have U.S. Government or certain international economic sanctions applied. Without limitation, you must be at least 18 years of age to use the Services. You may not attempt to access or use the Services if you are not permitted to do so.

    1. Account Creation. For certain features of the Services, you’ll need an account. To register an account, you must first successfully complete the sign-up process. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account.

      To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are entirely responsible for maintaining the security and confidentiality of your account and password. YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You must notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by us or another party due to someone else using your account or password.

      You are only allowed to create one account and you agree you won’t share your account with anyone. You also agree that you will not: (i) create another account if we’ve disabled one you previously established, unless you have our prior written consent; (ii) buy, sell, rent or lease access to your account or username, unless you have our prior written consent; (iii) share your account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third party applications or clients.

    2. Additional Information. Royal may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism.

      Royal may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your account is being used for money laundering or for any other illegal or unauthorized activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your account were effected in breach of these Terms. In each such case, Royal, in its sole discretion, may disable (or terminate) your account until such additional information and documents are reviewed by Royal and are accepted as satisfying the requirements of applicable law.

      If you do not provide complete and accurate information and documents in response to such a request, Royal may refuse to provide the Services to you. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax (as defined below) records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services.

    3. Right to Block Access. We reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers

    4. Equipment and Software. You must provide all equipment, connectivity, and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

  5. About the Services.

    1. Parties. Our Services also allow music professionals (“Artists”) to sell certain non-fungible tokens (each, an “Song Token”) to third party entities or persons (“Purchasers”) via the Royal Platform. Royal is not a party to any transaction between Artists and any Purchaser. Royal does not control or vet content provided by Artists, nor does Royal assume any responsibility for the accuracy or reliability of any information provided by Artists

    2. Our Role. You acknowledge and agree that the Song Token and any associated royalty payments, if any, shall be programmed to enable you to take certain actions to claim royalty payments and/or be self-executing via a governing blockchain’s (e.g., Polygon, Ethereum, and Solana) smart contract system and/or nonfungible token standard and Royal has no control or ability to modify such royalty payments, nor an obligation to collect or distribute such royalties to Artists or Purchasers.

    3. Our Relationship. ROYAL IS A PLATFORM. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICE IS AN ADMINISTRATIVE PLATFORM ONLY. ROYAL FACILITATES TRANSACTIONS BETWEEN A ARTIST AND PURCHASER BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE ARTIST AND PURCHASERS OF SONG TOKENS OR BETWEEN ANY PURCHASERS.

    4. Term of Relationship.

      1. These Terms will apply to Users for as long as they continue to use the Site in compliance with these Terms and any additional terms that apply to their use of the Royal Platform (the “Term”).

    5. Artist Terms.

      1. By creating an account and minting a Song Token, you will be subject to additional terms as set forth in the Artist Terms and Conditions (collectively, the “Artist Terms”).

    6. Purchaser Terms.

      1. Song Token Fee. Each Artist may require a fee to purchase one of its Song Tokens (“Song Token Fee”). As a Purchaser, you are responsible for paying the Song Token Fee directly to the Artist pursuant to any additional terms provided by such Artist in the Purchase Terms (defined below).
      2. Digital Rewards. You may receive Song Tokens or other digital rewards in connection with your use of the Services. In order to receive digital rewards, you must first connect a third-party digital wallet or sign up for a custodial solution provided by Royal. Such digital rewards may be subject to additional terms and conditions, which you will be deemed to accept upon your receipt of such digital rewards.
      3. Credit Card Transactions.
        1. Payment Information. You may purchase a Song Token using a credit card or debit card, as required. You expressly authorize us (and any payment processor) to charge your payment card for all purchases you make. For credit card payments, we charge your credit card when your purchase a Song Token. The bank issuing your credit or card may control when to release funds in the case of an order cancellation or refund. We may ask you to supply additional information relevant to your transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. You may need to provide additional information to verify your identity before completing your transaction (such information is included within the definition of Payment Information). We reserve the right to use the Payment Information you provide us in connection with any payments to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon:
          • you providing complete personal, account, transaction and any other information needed,
          • authorization of the payment by your credit or debit card company, and
          • acceptance of your payment.
        2. Payment and Refund Processing. Payments and refunds facilitated by the Services may be processed by a third-party payment processor (“Payment Processor”). You may be required to create an account with such Payment Processor, and by doing so, you are agreeing to comply with the Payment Processor’s terms of service. You may need to provide additional information to verify your identity, business and tax information and your bank information when you register with the Payment Processor. If, and to the extent, we accept, hold or transmit funds in connection with your purchase, you agree that we do so, on your behalf, as your limited agent and you hereby appoint Royal as your limited agent solely for the purpose of accepting payments from, and refunding payments to, Service Recipients on your behalf. In accepting appointment as your limited agent, we assume no liability for any of your acts or omissions.
        3. Chargebacks and Payment Holdback. We reserve the right to offset future payments, including any streaming royalties, to you (“Payment Holdbacks”) in certain cases including without limitation: (i) where your Royal Account is subject to excessive chargebacks resulting in additional costs or fees from the Payment Processor; (ii) where the Payment Processor withholds a percentage of a payment as a reserve, for example, as a result of actual or suspected fraudulent activity; or (iii) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction. We further reserve the right to implement Payment Holdbacks to you if payments are deemed suspicious or fraudulent, at our sole discretion. We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or information related to the relevant payment(s) and corresponding purchase(s). If you do not provide such supporting evidence within the requested timeframe, we reserve the right to refund the payment and transfer any available funds from your wallet to your identified bank account or otherwise take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant financial institution, our Payment Processor, or the credit card network rules, as well as any applicable law.
        4. Failure to Process Payments, Refunds or Chargebacks. You are solely responsible for the information you provide in connection with payments and refunds processed via the Services. If you purchase a Song Token using a credit card, you are responsible for ensuring the bank issuing your credit card releases the funds. You remain solely liable for the price of the Song Token if you cancel or otherwise dispute the credit card transaction after purchasing the Song Token. We will not be liable for failure to complete any payment or refund from or to your Royal Account if you provide inaccurate or incomplete information regarding the payment or refund or for any fraudulent behavior conducted by you on the Royal Platform. Subject to applicable law, we reserve the right to send any delinquent, past due, or any other Royal Account that is in default to collections agencies to recover such past due amount.
        5. Purchasers are entirely responsible for the validity of their purchases. Royal is in no way responsible or liable for any fraud or misrepresentation on behalf of the Artist. Royal expressly disclaims any liability for the actions, including fraud, on the part of the third-party sellers on the Royal Platform. We have no insight or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct.

    7. Trading Rules.

      Royal operates an order-matching platform for Song Tokens (the “Order Book”). To place an order on the Order Book, you must hold a sufficient balance required to effectuate the transaction, or pay with a credit card in accordance with Section 5(f)(iii) of these Terms. An order may be placed to buy or sell a specified quantity of certain Song Tokens at a specified price (a “Limit Order”), or to buy or sell a specified quantity of certain Song Tokens at the best available price of then-existing orders on the Order Book (a “Market Order”).

      1. Limit Order. A Limit Order will only be filled at a specified price or better, but there is the possibility that such Limit Order will not be executed.
      2. Limit Order Time in Force. Limit Orders may be placed with one of the following time-in-force instructions (“Time in Force Instruction”):
        • Good til Cancelled— If posted, a “good til cancelled” Limit Order will remain on the Order Book until cancelled by you. This is the default Time in Force Instruction.
        • Immediate or Cancel— An “immediate or cancel” Limit Order will only be posted to the Order Book to the extent it would be filled immediately, and any remaining quantity will be cancelled.
        • Fill or Kill— A “fill or kill” Limit Order will only be posted to the Order Book if it would be completely filled immediately. If not selected, Limit Orders may be partially filled.
        • Post Only— A Post Only Limit Order will only be posted to the Order Book and never matched with an existing Limit Order.
      3. Market Order. The execution of a Market Order may be at a price significantly different from the quoted price of that Song Token. You are obligated to pay or receive the prevailing market price at the time your Market Order is executed, even if the execution price is significantly higher or lower than you anticipated when you placed the Market Order. A Market Order may fill at a number of different prices, based on the quantity of the Market Order and the quantities of the existing relevant orders on the Order Book at that time.
      4. Transaction Limits. The use of the Services may be subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given time period.
      5. Unauthorized Use of Royal Account. You may not sell, lease, furnish, or otherwise permit or provide access to your Royal Account to any other individual or entity that is not your agent or employee. You accept full responsibility for your agents’ or employees’ use of your Royal Account, and you understand and agree that you are responsible for any and all orders, trades, or other instructions associated with your Royal Account.
      6. Account Suspension. In the event that your Royal Account is suspended or terminated, we may immediately cancel all open orders associated with your Royal Account, and bar the placing of further orders until resolution or account cancellation.

    8. Resale and Transfer Terms.

      Song Tokens will be listed for initial sale through the Royal Platform (the “Initial Sale”). Once the Initial Sale takes place and all rights and responsibilities are transferred from the seller to the Purchaser, the Purchaser may list the Song Tokens on the Royal Platform or a third-party platform (the “Resale”). The Resale of Song Tokens purchased through a third-party platform will be governed by these Terms (where applicable) and the Purchase Terms, and may be governed by the terms and conditions of the third-party platform. Royal is not associated or responsible in any way with the Resale of Song Tokens on a third-party platform. Royal disclaims any and all warranties and liability for the Resale of Song Tokens on a third-party platform. Royal shall be under no obligation to record any Resale of the Song Tokens and does not guarantee or warrant any price associated with any Resale of the Song Tokens.

      In the event you transfer your Song Tokens to another wallet, such transfers are executed at your instruction through a third-party wallet interface not controlled or operated by Royal. You should verify all transaction information prior to submitting your instructions. Royal shall bear no liability or responsibility in any event for any loss incurred arising out of a transfer of Song Tokens.

    9. Costs and Taxes. You are solely responsible for all costs incurred by you in using the Services and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.

      1. Restrictions on Song Token Transfers. If you elect to sell, purchase, or trade any Song Tokens, any financial transactions that you engage in will be conducted solely through the blockchain network governing such Song Token and you will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to your account. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Service. The sole exception to this restriction on reversing transactions is if you elect to sell, purchase, or trade any Song Tokens using credit card payments (as described above).
      2. Fees. By buying or selling a Song Token on the Royal Platform, you agree to pay all applicable fees and you authorize Royal to automatically deduct fees (including any transaction fees, or “Gas Fees”, as applicable) and payment processing fees, including credit card transaction fees, directly from your payment. Gas fees fund the network of computers that run decentralized blockchain networks, meaning that you will need to pay a Gas Fee for each transaction that occurs via a blockchain network.

    10. Disputes Between Artists and Purchasers. Royal is not a party to any relationship between Artists and Purchasers or in the delivery of Song Tokens and royalty payments. In the event that you have a dispute with any Artist or Purchaser, you agree to address such dispute directly with the Artist or Purchaser. If permitted in your jurisdiction, you release Royal (and Royal’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. YOU RELEASE RELEASEES FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

    11. Regulatory and Compliance Suspensions or Terminations. You agree to abide by all applicable local, state, national, and international law and regulations including U.S. export and re-export control and economic sanction laws and regulations, with respect to your use of the Services. You also acknowledge and agree that your use of the internet and all access to and use of the Services is solely at your own risk.

      We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by Royal. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.

  6. Your Content; Song Tokens.

    1. Posting Content. Our Services may allow you to upload, store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio (e.g., the Artist’s recording or composition), and video. Anything (other than Feedback (as defined below)) that you post or otherwise make available through the Services is referred to as “User Content”. Royal does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. You agree that any posting you do on or off the Royal Platform using any User Content shall be compliant with all applicable advertising laws and guidelines, specifically including, but not limited to, all FTC regulations, namely, the FTC “Guides Concerning the Use of Endorsements and Testimonials in Advertising”, linked here.
    2. Ownership. You retain your ownership of any User Content you submit, post, or display using the Service. Royal does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
    3. Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Royal a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services, except that in the case of an Artist's sound recording or composition itself, Royal must obtain Artist's prior written consent in order to modify, create derivative works based upon, distribute, or publicly perform such sound recording or composition.
    4. Song Token Terms. Any Song Token that you purchase is governed entirely by the smart contract and the blockchain network governing such Song Token. Song Tokens may be subject to additional terms directly between Artists and Purchasers, namely: (i) in any associated smart contract, (ii) as Purchasers and sellers may agree otherwise (e.g., with respect to terms or benefits associated with a given Song Token), or (iii) the Song Token Purchase Agreement ((i), (ii), and (iii), collectively, “Purchase Terms”). Further, the royalties associated with a Song Token, if any, may be subject to administrative fees. Royal is not a party to any Purchase Terms, which are solely between the Artist and the Purchaser. The Artist and Purchaser are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. Royal disclaims all liability arising from disputes over the Purchase Terms.
    5. Song Token Ownership. When you purchase a Song Token through the Service, you own all personal property rights to that Song Token (i.e., the right to sell or otherwise dispose of that Song Token). Such rights, however, do not include the ownership of the intellectual property rights in the User Content comprising the Song Token (“Song Token Content”). Unless specified otherwise in the Purchase Terms, the Purchaser will have a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Song Token Content associated with your purchased Song Token), solely for the following purposes: (i) for your own personal, non-commercial use; (ii) attempts to sell or otherwise dispose of the Song Token consistent with the ownership of it; and (iii) as part of a third party offering compatible with the purchased Song Token in the normal course of the permitted end-use of such offering.
    6. Authority. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Content that you submit, post or display on or through the Service, including but not limited to Song Token Content. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Royal the license described above.
    7. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Royal on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
    8. Removal of User Content. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Service. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
    9. Royal’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
    10. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it (and permit others to use it) without any restriction or compensation to you.

  7. Representations and Warranties by Users.

    1. Non Contravention. These Terms do not, and the performance of your obligations under these Terms and your minting, listing, buying, or selling of any Song Tokens, as applicable, to your use of the Services, will not: (i) if you are an entity, conflict with or violate any of the charter documents of such entity or any resolution adopted by its equity holders or other persons having governance authority over the entity; (ii) contravene, conflict with or violate any right of any third party or any applicable legal requirement to which you or any of the assets owned or used by you, is subject; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under any material contract or agreement to which you are a party, permit held by you or legal requirement applicable to you.
    2. Litigation. There is no legal proceeding pending that relates to your activities relating to the minting of Artist Tokens or other tokens, or digital asset trading, or blockchain technology related activities.

  8. Acceptable Use Policy. Users may not Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive, or manipulative trading activities, or any other activities that would violate applicable laws, including but not limited to:****

    1. trading a Song Token at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Song Token, unduly or improperly influencing the market price for such Song Token trading on the Service or establishing a price which does not reflect the true state of the market in such Song Token; for the purpose of creating or inducing a false or misleading appearance of activity in a Song Token or creating or inducing a false or misleading appearance with respect to the market in a Song Token: (A) executing or causing the execution of any transaction in a Song Token which involves no material change in the beneficial ownership thereof; or (B) entering any order for the purchase or sale of a Song Token with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Song Token, has been or will be entered by or for the same or different parties; or
    2. participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Song Token;
    3. using the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owners rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, staking bonuses, and burn discounts.

  9. Rights and Terms for Apps.

    1. App License. If you comply with these Terms, Royal grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for using the Services to post or fulfill Purchases as set forth herein. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple Users through any means.

    2. Additional Information: Apple App Store. This Section 7(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and Royal, not Apple, and that Apple has no responsibility for the App or content thereof. You use of the App must comply with the App Store’s applicable terms of use.

      Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

  10. General Prohibitions. We reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include: removing the ability to view Song Tokens on the Service or use our Service to interact with the Song Tokens; disabling the ability to use the Service in conjunction with buying/selling/ transferring Song Tokens available on blockchains; disabling your ability to access the Services or other actions. You agree not to do any of the following:

    1. Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
    2. Use, display, mirror or frame the Services or any individual element within the Services, Royal’s name, any Royal trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Royal’s express written consent;
    3. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Royal or other generally available third-party web browsers;
    4. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
    5. Use the proceeds retained from the sale of Song Tokens, whether through the Royal Platform or any other platform (including secondary markets) for capital raising purposes;
    6. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
    7. Collect or store any personally identifiable information from the Services from other Users of the Services without their express permission;
    8. Knowingly participate in: (i) any technical or hacking attacks on Royal.io, the Royal Platform or any of its affiliated networks (together, “Royal Network”) or other Users, including but not limited to technical attacks, hacking, theft of the other Users’ funds, or fraud, (ii) conduct reasonably anticipated to cause harm to Royal Network or other Users;
    9. Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that Royal might use to sort search results;
    10. Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing) without Royal's express written consent;
    11. Use the Service for money laundering, terrorist financing, or other illicit finance;
    12. Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments;
    13. Use the Service to create, sell, or buy Song Tokens or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
    14. Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
    15. Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Service;
    16. Impersonate or misrepresent your affiliation with any person or entity;
    17. Violate any applicable law or regulation;
    18. Conduct any other activity that Royal considers to be malicious or detrimental activity; or
    19. Encourage or enable any other individual to do any of the foregoing.

  11. General Enforcement Rights.

    1. Unlawful Content. Assets, listings, smart contracts, collections, and content (including User Content) that Royal deems inappropriate, disruptive, or illegal are prohibited on Royal. Royal reserves the rights to determine the appropriateness of any content and listings on its site and remove any such content or listings at any time. If you create or offer an asset, listing, smart contract, collection, or User Content in violation of these policies, we will take corrective actions, as appropriate, including but not limited to removing the asset, listing, smart contract, collection, or User Content, deleting your Royal Account, and permanently withholding any applicable referral payments or developer revenue sharing fees that you may be eligible for. Royal cannot destroy or impound your assets or smart contracts, but we reserve the right to destroy inappropriate metadata stored on our servers.
    2. Illegal Content. Assets, listings, smart contracts, collections, and User Content that include metadata, or which have a primary or substantial purpose in a game or application, that violates international or United States intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal in the United States are prohibited on Royal and will be removed.
    3. Content Used for Unlawful Purposes. Assets, listings, smart contracts, collections, and User Content created or used primarily or substantially for the purpose of raising funds for known terrorist organizations listed on https://www.state.gov/foreign-terrorist-organizations/ are prohibited on Royal and will be removed.
    4. Stolen Content. The sale of stolen assets, assets taken without authorization, and otherwise illegally obtained assets on Royal is prohibited. If you have reason to believe that an asset listed on Royal was illegally obtained, please contact us immediately. Listing illegally obtained assets may result in your listings being canceled, your assets being hidden, or your Account being suspended.
    5. Reporting Content. If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this Section, please contact us at [email protected] to report it. User Content creators bear special responsibility for informing Royal of the existence of their collections, contracts, and assets that violate these terms.
    6. No Obligation. Royal is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.

  12. Copyright Policy. Royal respects copyright law and expects its Users to do the same. It is Royal’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. It is not our intent to infringe on anyone’s intellectual property rights, and we will respond to allegations of copyright infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”).

    1. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice (“DMCA Notice”) with the following information:
      1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
      2. A description of the copyright work that you claim has been infringed;
      3. A description of where the infringing material is located on the Services;
      4. Your address, telephone number, and email address;
      5. A statement by you that you have a good faith belief that the alleged infringing use is not authorized by the copyright owner, its agent, or the law; and
      6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
    2. We may notify you if we receive a DMCA Notice about User Content that you submit. If you receive a notification that you are allegedly infringing on another’s copyright, you may file a counter-notice. We will review all DMCA Notices and counter-notices in an objective manner. If we determine that the DMCA Notice is valid, we may remove the infringing content. If we determine your counter-notice to be valid, we will remove the complaint and take no further action regarding your account.
    3. You can reach us directly by emailing us at [email protected] with the subject “Copyright Infringement.” We may request additional information before removing any allegedly infringing material.
    4. Please note that if you knowingly and/or materially misrepresent any of the above information (in a DMCA Notice or counter-notice), you may be responsible for damages, including the costs involved in investigating and responding to your claim and any legal costs and fees that may arise from your misrepresentation. If you continue to file fraudulent or inaccurate DMCA Notices or counter-notices, we reserve the right to contact law enforcement and terminate your account.

  13. Royal Intellectual Property. Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Royal logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Royal Content”) are the proprietary property of Royal or our affiliates, licensors or users, as applicable. You may not use any Royal Content to link to the Service without our express written permission. You may not use framing techniques to enclose any Royal Content without our express written consent.

    1. Royal and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights therein. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
    2. References to any other products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise on the Service does not constitute or imply endorsement, sponsorship or recommendation by Royal.

  14. Links to Third Party Websites or Resources. The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

  15. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at [email protected]. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 1, 5(a), 5(b), 5(c), 5(d) (only for payments due and owing to Royal prior to the termination), 5(e), 5(f), 5(g), 6, 7, 8, 9, 10, 11,12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23.

  16. Disclaimers.

    1. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY ROYAL, THE SERVICE, ROYAL CONTENT CONTAINED THEREIN, AND ANY SONG TOKENSOR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. ROYAL (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. ROYAL DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICE, ROYAL CONTENT CONTAINED THEREIN AND ANY SONG TOKENSOR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN.
    2. ROYAL DOES NOT REPRESENT OR WARRANT THAT ROYAL CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE ROYAL ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND ROYAL CONTENT SAFE, ROYAL CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, ROYAL CONTENT, ANY SONG TOKENS OR OTHER CRYPTOCURRENCY ASSETS LISTED THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.
    3. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF SONG TOKENS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR CRYPTO ASSETS.
    4. SONG TOKENS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK. WE DO NOT GUARANTEE THAT ROYAL OR ANY ROYAL PARTY CAN AFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY SONG TOKENS.
    5. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE ON ROYAL. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, ROYAL MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE ROYAL PLATFORM.
    6. Royal is not responsible for sustained casualties due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), blockchains or any other features of the Song Tokens. Royal is not responsible for casualties due to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting Song Tokens, including forks, technical node issues or any other issues having fund losses as a result.
    7. Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
    8. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
    9. NEITHER ROYAL NOR ANY OF ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MANAGER(S), EMPLOYEES, AGENTS, SHAREHOLDERS/MEMBERS MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE SONG TOKENS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    10. IN NO EVENT SHALL ROYAL OR ANY OF ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MANAGER(S), EMPLOYEES, AGENTS, SHAREHOLDERS/MEMBERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTELLECTUAL PROPERTY INFRINGEMENT, PRICE DEPRECIATION, LEGAL OR REGULATORY ENFORCEMENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF ROYAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    11. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    12. Sales hosted on the Royal Platform are not intended to be an offering or sale of securities, swaps on either securities or commodities or a financial instrument of any kind as may be determined by any law, rule, or regulation. Purchases and sales of Song Tokens may not be subject to the protections of any laws governing those types of financial instruments. This document and all other content, do not constitute a prospectus or offering document, and are not an offer to sell.
    13. Royal shall use commercially reasonable efforts to deposit the Song Tokens into the address designated by the User. In the event that Royal deposits Song Tokens into an incorrect address, Royal may not have the ability, and is under no obligation or duty, to return such Song Tokens to Artist or Purchaser.
    14. Royal does not give any advice or recommendation regarding Song Tokens, including, but not limited to, the suitability and/or appropriateness of, and investment strategies for, the purchase of the Song Tokens for financial investment purposes. Users are solely responsible for determining the nature, potential value, suitability, and appropriateness of its involvement with the sales of the Song Tokens for any purpose. The Song Tokens are not designed for investment purposes and Royal does not give any advice or recommendation that the Song Tokens are to be considered as a type of financial investment by any law, rule, or regulation. With respect the sale of the Song Tokens, Users acknowledge and agree that it is not expecting to profit from the Song Tokens based on any efforts by Royal or its affiliates. The purchase of a Song Tokens is a non-reversible and non-refundable event. Royal shall have no obligation or liability for the secure custody or use of the Song Tokens and any losses arising from such custody or use or use by the Purchasers.

  17. Assumption of Risk. You accept and acknowledge the Risks Associated with Royal Song Tokens, linked here. The risks of using the Services include, but are not limited to:

    1. The prices and liquidity of cryptocurrency assets (including Song Tokens) are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect Song Tokens made available through the Service, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Song Tokens will not lose money. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
    2. Our Service does not store, send, or receive cryptocurrency assets. This is because cryptocurrency assets exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of cryptocurrency assets occurs within the supporting blockchain and not on the Service. Transactions in Song Tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in Song Tokens shall be deemed to be made when recorded on a public ledger, and certain transactions may remain in a pending state for a period of time while their confirmations are being processed on the supporting blockchain. As a result, the confirmed date or time of a transaction may not necessarily be the date or time that you initiated the transaction.
    3. There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Royal will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service for transactions, however caused.
    4. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility or value of a certain Song Token.
    5. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of Song Tokens.
    6. The Service may rely on third-party platforms to perform transactions with respect to any cryptocurrency assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
    7. There are risks associated with purchasing User generated content, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. Royal reserves the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Assets you purchase may become inaccessible on Royal. Under no circumstances shall the inability to view your assets on Royal serve as grounds for a claim against Royal.
    8. We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Royal has no ability to reverse any transactions on the blockchain.
    9. The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
    10. There are risks associated with streaming royalties. Streaming royalties are dependent upon numerous factors, including but not limited to the popularity of a particular song and the song’s availability on streaming platforms. Royalty payments are contingent upon third parties, including service providers and distributors outside of Royal’s control. You accept and acknowledge that you may receive little or no streaming royalty payments in connection with a Song Token. Royal is not responsible for streaming royalty payments and does not represent or guarantee that you will receive any particular amount of streaming royalties.
    11. Royal reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on the Services. Under no circumstances shall the inability to view items on the Royal Platform and/or inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Royal.
    12. Royal does not provide any investment advice or make any investment recommendations to any persons, ever, and no communication through the Royal Platform or any other medium should be construed as such. Royal does not advise on the merits of any particular transactions, trading risk or their tax consequences, and does not provide any other financial, investment, or legal advice in connection with the Services. To the extent that we or our representatives do provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. Any decision to buy or sell any interest using the Services is your decision and we will not be liable for any loss suffered. You accept the risk of trading any assets using our Services. In entering into any transaction on Royal, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying interest. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction or any underlying interest.

  18. Indemnity. To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Royal, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Royal Parties”), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of, or are related to: (i) your use or misuse of the Service or Royal Content or User Content; (ii) your User Content or Feedback; (iii) your violation of these Terms or Artist Terms, as applicable and/or a breach of the representations and warranties set forth in the Artist Terms and/or the Song Token Details Form, as applicable; (iv) your use or disposal of any Song Tokens; (v) your violation of the rights of a third party or of applicable law, including without limitation, any use by Royal of User Content created and/or owned by you that violates or otherwise infringers upon the rights of a third party; (vi) your negligence or willful misconduct; or (vii) an artist directly or indirectly related to any Song Token sold using the Services. You agree to promptly notify Royal of any Claims and cooperate with the Royal Parties in defending such Claims. You further agree that the Royal Parties shall have control of the defense or settlement of any third-party Claims, unless otherwise mutually agreed to, which may be at your cost and expense. Royal will have the right to demand and be paid its actual out-of-pocket costs and expenses on an ongoing basis without prejudice to any other remedies available to Royal. In any event, you will not settle any Claim without Royal ’s prior written consent and you acknowledge and agree that any settlement or attempted settlement of the third-party Claims as described herein without Royal’s prior written consent shall be void. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT BETWEEN YOU AND ROYAL.

  19. Limitation of Liability.

    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL ROYAL OR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROYAL OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
    2. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL ROYAL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, CONTENT, SONG TOKENS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ROYAL FOR USE OF THE SERVICES.
    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ROYAL AND YOU.

    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims

  20. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Royal are not required to arbitrate will be the state and federal courts located in Delaware, and you and Royal each waive any objection to jurisdiction and venue in such courts.

  21. Dispute Resolution.

    1. Mandatory Arbitration of Disputes. YOU AND ROYAL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. ****We each agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Royal agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Royal are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
    2. Exceptions. As limited exceptions to Section 19(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
    3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/. Any arbitration hearings will take place in the county (or parish) where you live, if in the United States, and in Travis County, Texas, if you live outside of the United States, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the JAMS Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
    4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds your Dispute frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
    5. Injunctive and Declaratory Relief. Except as provided in Section 19(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
    6. CLASS ACTION WAIVER. YOU AND ROYAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
    7. Severability. With the exception of any of the provisions in Section 19(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

  22. General Terms.

    1. Reservation of Rights. Royal and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
    2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Royal and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Royal and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Royal’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Royal may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
    3. Notices. Any notices or other communications provided by Royal under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
    4. Waiver of Rights. Royal’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Royal. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

  23. Contact Information. If you have any questions about these Terms or the Services, please contact Royal at [email protected] or:

    Royal Markets Inc.

    P.O. Box 757

    Austin, TX

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