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Last Updated: December 18, 2024
The following terms of use (“Terms of Use”) apply to your use of the marketplace (the “Marketplace”) operated by Royalty Exchange Inc. and its affiliates and subsidiaries (“Company,” “we,” “us,” or “our”). By accessing our website and any of its pages (the “Site”), you (the “User”) signify that you have read, understand, and agree to be bound by these Terms of Use.
In addition to these Terms of Use, you may enter other agreements that govern your use of the Marketplace. If there is any contradiction between these Terms of Use and another agreement you enter applicable to specific aspects of the Marketplace, the other agreement shall take precedence in relation to the specific aspects of the Marketplace to which it applies.
We may make changes to these Terms of Use from time to time. If we do this, we will post the changed Terms of Use on the Site and will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of the Marketplace or the Site after we have made any such changes constitutes your acceptance of the new Terms of Use.
This Site is intended solely for Users who are 18 years of age or older and use of the Site by anyone under 18 is a violation of these Terms of Use. By using the Marketplace or the Site, you state that you are 18 or older and that you agree to and abide by these Terms of Use. If you violate any of these Terms of Use or otherwise violate an agreement between you and us, the Company may terminate your account, delete your profile and any content or information you have posted on the Site, and prohibit you from using or accessing the Marketplace or the Site.
In consideration of your use of the Site, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); and (b) maintain the security of your password and identification; and (c) maintain and promptly update the Registration Data, and any other information you provide to the Company, to keep it accurate, current, and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.
The Site is maintained for the personal use of its visitors and we cannot guarantee the completeness or accuracy of any information presented on any of its pages. We do not make investment recommendations or provide legal, tax, or financial advice. No communication should be considered a recommendation of any investment opportunity and there can be no assurance that any investment valuation is accurate or that any investment opportunity is suitable for any particular investor.
You acknowledge and agree that you have the sole responsibility to examine all information concerning the investment opportunities on the Marketplace (“Assets”), and any of your decisions based upon such information are your sole responsibility. You acknowledge that Company is a third-party intermediary and that all Marketplace listings and the information presented therein are the seller’s sole responsibility. You further agree that you will make an independent evaluation of the Assets and acknowledge that we have made no statements or representations concerning the present or future value of the Assets. Our services shall not be deemed to create any duty, fiduciary or otherwise, to you through your use of the Site and our Marketplace.
By placing an offer on the Marketplace, you agree you are submitting a legally binding offer to the counterparty for the purchase or sale of the Asset and that you (a) acknowledge that you have read, understand, and agree to these Terms of Use and the terms of the applicable standard Marketplace Agreement linked below, (b) assume full risk and responsibility therefore, and, if you submit the highest accepted offer for the Asset you will be declared the winner of the Asset, and (c) shall execute the applicable Marketplace Agreement and pay the purchase price and Marketplace fee in full within two business days after you are declared the winner of the Asset. All Marketplace offers shall remain binding for 72 hours, regardless of whether the counterparty makes a counteroffer.
If you fail to comply with the foregoing conditions, in addition to other remedies available to the Company by law, including without limitation, the right to hold you liable for the purchase price and Marketplace fee, the Company at our discretion may cancel the sale and resell the Asset, either publicly or privately, and in such event you may be liable for the payment of any deficiency plus all costs and expenses associated with the sale, the Company’s commission at our standard rates, all other charges due hereunder, attorney fees, and incidental damages. Company may recoup such losses by retaining administration payments otherwise payable to you from Assets you have purchased on the Marketplace. Company may also terminate your account and remove your ability to participate in the Marketplace.
If you fail to pay the purchase price and Marketplace fee in full within two business days after you are declared the winner of an Asset, in addition to other remedies available to us by law, we reserve the right to impose a late fee equal to the greater of U.S. $500.00 or 2% of the amount due, the balance of which shall accrue interest in the amount of 0.05% per day until satisfied.
You acknowledge that all royalties purchased on our Marketplace are paid by the underlying royalty distributor, and you agree that Royalty Exchange is not liable for any misallocation, underpayment, or nonpayment of royalties. In the event of any misallocation, underpayment, or nonpayment of royalties for any reason, your sole remedy is against the seller of the Asset.
If you are a non-U.S. resident, Royalty Exchange may be required to withhold U.S. taxes of up to 30% of your sale proceeds and royalty income according to the tax treaty between your country and the U.S. Many tax treaties reduce or eliminate the withholding requirement, so please consult your tax advisor if you have questions.
By placing an offer on the Marketplace, you acknowledge that you have read, understand, and agree to the terms of the applicable standard “Marketplace Agreement” linked below:
We do not guarantee, represent or warrant that your use of the Marketplace will be uninterrupted, timely, secure or error-free. We reserve the right to resolve any errors in the Marketplace by any means at our sole discretion. We do not warrant that the results that may be obtained from the use of the Marketplace will be accurate or reliable. You agree that from time to time we may remove the Marketplace for indefinite periods of time or cancel the Marketplace at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Marketplace is at your sole risk. The Marketplace and all products and services delivered to you through the Marketplace are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
Nothing in these Terms of Use shall be considered a waiver that would be impermissible under Section 14 of the Securities Act of 1933, (the “Securities Act”) Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of the Company or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site.
Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.
Without our prior consent, you may not:
We may terminate or disable your access to, or use of, this Site and the Marketplace for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms of Use.
Royalty Exchange and other Company graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of the Company in the U.S. and other countries. The Company’s trademarks and trade dress shall not be used, including as part of trademarks and as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
You state that no materials of any kind submitted through your account or otherwise posted or shared by you through the Marketplace will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Marketplace or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from the Marketplace or the Site or for any other purpose. You further agree that you may not use the Marketplace or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site. In addition, you agree not to use the Marketplace or the Site to:
You are solely responsible for information or other content that you upload, publish, provide or display on or through the Marketplace or the Site, or transmit to or share with other Users (collectively the “User Content”). It is against the Terms of Use to contact Users directly or to attempt to enter into any transactions with Users outside of the Marketplace. You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will not expire.
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to us through the Marketplace, you are licensing that content to us for the purpose of providing the services associated with such content. We may use and store the content in accordance with these Terms of Use and our Privacy Policy. You represent that you are entitled to submit the content to us for use for this purpose, without any obligation by us to pay any fees or be subject to any restrictions or limitations. By submitting the content, you expressly authorize us to access your accounts maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. When you use the “connect accounts” feature of the Marketplace, you will be directly connected to the website for the third party you have identified. We will submit information including usernames and passwords that you provide to log into the Site. You hereby authorize and permit us to use and store information submitted by you to accomplish the foregoing and to configure the Marketplace so that it is compatible with the third-party sites for which you submit your information. You understand that the Marketplace is not sponsored or endorsed by any third parties accessible through the Marketplace.
If you believe that any material on the Site infringes upon your copyright, you may send a written notification of such infringement to:
Address: Attention: Copyright Agent - Royalty Exchange Inc. 1550 Larimer St. #769 Denver, CO 80202
Email Address: info@royaltyexchange.com
To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company’s sole discretion, the accounts of Users who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Site and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Site contains (or you may be sent through the Site or the Marketplace) links to other web sites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern, except to the extent otherwise set forth above. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
Please review our Privacy Policy, which also governs your use of the Site and the Marketplace, to understand our practices.
The Company does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any User of the Site or Marketplace. The Company cannot guarantee and does not promise any specific results from use of the Site or Marketplace.
The Site and the Marketplace may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Marketplace. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Marketplace, any User Content or Third Party Content posted on or through the Site or the Marketplace or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
The Company reserves the right to change all content contained in the Site and any services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, ” SECURITIES MATTERS”, IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, ” SECURITIES MATTERS”, TO THE EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, ” SECURITIES MATTERS”, WILL THE COMPANY’S LIABILITY TO YOU EXCEED $100. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY, REGARDLESS OF THE CAUSE OF ACTION.
IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE PARAGRAPH TITLED, “SECURITIES MATTERS”, CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
The laws of the State of Colorado govern all matters arising from these Terms of Use and the exclusive forum shall be a federal or state court in Denver County, Colorado.
You hereby indemnify Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, against all losses and liabilities, including reasonable attorney’s fees, arising out of or in connection with your use of the Marketplace or the Site, your User Content, any Third Party Content you post or share on or through the Site, your conduct in connection with the Marketplace or the Site or with other Users of the Marketplace or the Site, or any violation of these Terms of Use or of any law or the rights of any third party.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Marketplace (“Submissions”), provided by you to the Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
The failure of the Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
