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.
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.
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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.
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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:
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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.
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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.
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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.
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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.
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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:
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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.
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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.
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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.
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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.
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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
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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.
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About the Services.
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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
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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.
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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.
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Term of Relationship.
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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”).
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Artist Terms.
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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”).
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Purchaser Terms.
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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).
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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.
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Credit Card Transactions.
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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,
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authorization of the payment by your credit or debit
card company, and
- acceptance of your payment.
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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.
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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.
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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.
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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.
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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”).
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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.
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Limit Order Time in Force. Limit Orders may
be placed with one of the following time-in-force instructions
(“Time in Force Instruction”):
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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.
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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.
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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.
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Post Only— A Post Only Limit Order will
only be posted to the Order Book and never matched with an
existing Limit Order.
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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.
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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.
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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.
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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.
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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.
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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.
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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).
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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.
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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.
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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.
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Your Content; Song Tokens.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Representations and Warranties by Users.
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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.
-
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.
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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:****
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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
-
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;
-
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.
-
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.
-
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.
-
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:
-
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;
-
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;
-
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;
-
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;
-
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;
-
Attempt to decipher, decompile, disassemble or reverse engineer
any of the software used to provide the Services;
-
Collect or store any personally identifiable information from the
Services from other Users of the Services without their express
permission;
-
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;
-
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;
-
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;
-
Use the Service for money laundering, terrorist financing, or
other illicit finance;
-
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;
-
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;
-
Use the Service to engage in price manipulation, fraud, or other
deceptive, misleading, or manipulative activity;
-
Use the Service in any manner that could interfere with, disrupt,
negatively affect or inhibit other Users from fully enjoying the
Service;
-
Impersonate or misrepresent your affiliation with any person or
entity;
- Violate any applicable law or regulation;
-
Conduct any other activity that Royal considers to be malicious or
detrimental activity; or
-
Encourage or enable any other individual to do any of the
foregoing.
-
General Enforcement Rights.
-
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.
-
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.
-
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.
-
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.
-
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
notices@royal.io 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.
-
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.
-
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”).
-
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:
-
An electronic or physical signature of the person authorized
to act on behalf of the owner of the copyright interest;
-
A description of the copyright work that you claim has been
infringed;
-
A description of where the infringing material is located on
the Services;
- Your address, telephone number, and email address;
-
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
-
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.
-
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.
-
You can reach us directly by emailing us at
notices@royal.io with the
subject “Copyright Infringement.” We may request additional
information before removing any allegedly infringing material.
-
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.
-
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.
-
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.
-
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.
-
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
notices@royal.io. 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.
-
Disclaimers.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY
NOT APPLY TO YOU.
-
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.
-
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.
-
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
-
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.
-
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.
-
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.
-
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:
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
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Limitation of Liability.
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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.
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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.
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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
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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.
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Dispute Resolution.
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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.
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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.
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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.
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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)).
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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.
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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.
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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.
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General Terms.
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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.
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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.
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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.
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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.
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Contact Information. If you have any questions
about these Terms or the Services, please contact Royal at
notices@royal.io or:
Royal Markets Inc.
P.O. Box 757
Austin, TX`