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.
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.
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:
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.
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.
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.
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.
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
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.
About the Services.
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
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.
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.
Term of Relationship.
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”).
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.
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.
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.
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.
Your Content; Song Tokens.
Representations and Warranties by Users.
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:****
Rights and Terms for Apps.
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.
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.
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:
General Enforcement Rights.
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”).
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.
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.
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.
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:
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.
Limitation of Liability.
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
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.
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