Welcome to The Royalty Exchange’s online marketplace (the “Site”). Any person who wishes to access the Site to buy or bid for Items or to use the other services provided on the Site (collectively, the “Services”) must accept the terms and conditions of this User Agreement, without change. “Item” means the item(s) of property placed by a Seller for a live/online sale. An Item may be a piece of the revenue stream from any entertainment royalty stream, but not the copyright to such works. PLEASE REVIEW THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.
The Royalty Exchange, Inc. (hereinafter “The Royalty Exchange” or “us”) reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING THE ROYALTY EXCHANGE’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
1. Eligibility. Use of the Site and the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the generality of the foregoing, minors may not use the Services. Every person who uses the Services hereby represents to The Royalty Exchange that he or she is not a minor, is at least over the age of eighteen (18) and may otherwise enter into and form binding contracts under applicable law. To register, you must provide your real name, address, phone number and e-mail address, along with other information that may be required from time to time.
2. Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines for conducting and participating in transactions on the Site, which are contained in this Agreement, the Terms and Conditions and FAQ Pages and are incorporated by reference into, and made part of, this Agreement. The policies, procedures and guidelines contained in the Terms and Conditions and the FAQ Pages explain the processes and set out acceptable conduct and prohibited practices. These policies, procedures and guidelines may be changed by The Royalty Exchange in the future, and will be effective immediately upon posting, without notice to you. You should regularly refer to the Terms and Conditions and the FAQ Pages to understand the current procedures and guidelines related to the Site.
3. Possession of Items by The Royalty Exchange
3.1 The Seller agrees to be responsible for all delivery costs involved in delivery of any Item to The Royalty Exchange if such delivery is requested by The Royalty Exchange. Delivery will be effected by the seller to The Royalty Exchange’s premises at
3724 Congeniality Way
Raleigh NC, 27609
unless the Seller is otherwise notified by The Royalty Exchange. Delivery is at the seller’s sole risk. Delivery shall be effected within a mutually agreed date of the issuing of The Royalty Exchange’s acceptance of the Item for inclusion in the Marketplace.
4. Authentication Seller will promptly provide us with all details and information, which we may reasonably require in order to enable us to authenticate the Items, specifically including all documents to back up any and all claims in regards to royalty income on writers share or publishing. Seller will also be required to deliver the Items to The Royalty Exchange or a The Royalty Exchange representative to enable authentication. No Item will be accepted for sale in our Marketplace unless The Royalty Exchange is satisfied in its sole discretion, as to each Item’s authenticity.
5. The Royalty Exchange is not an Auctioneer. Although The Royalty Exchange is commonly referred to as an online auction web site, it is important to realize that we are not a traditional “auctioneer.” Instead, the Site acts as a venue to allow certain persons sell and buy certain products at anytime, from anywhere, in an auction-style format commonly referred to as “online auctions” or “auctions.”
6. The Royalty Exchange Creates A Marketplace. The Royalty Exchange Sellers are The Royalty Exchange approved third-party individuals who sell Items on the Site. Sellers list their Items directly and assume responsibility for all aspects of their product listings including product descriptions, revenue streams, history , and establishment of starting and maximum bid prices, and shipping.
7. The Royalty Exchange.com Payments. The Royalty Exchange currently accepts credit card/debit card (Visa, MasterCard, Discover and American Express) payments, personal check, wire transfer and PayPal for orders in The Royalty Exchange Marketplace. For PayPal and Credit Cards a 3% fee will be charged in addition to the 10% buyers fee. Buyers warrant that any payment method selected by them when placing a bid shall enable them to make full and immediate payment for the Item(s) chosen, if their bid becomes the winning bid. In the event that the chosen payment method does not enable the bidder to make full and immediate payment for any reason, including without limitation insufficient funds or credit decline, The Royalty Exchange may in it sole and absolute discretion cancel such bid. In such case, The Royalty Exchange may in it sole and absolute discretion (but shall not be required to) designate the next highest bidder (meeting the applicable minimum bid or reserve requirements) as the winning bidder. At The Royalty Exchange’s sole discretion, but without any obligation, alternate payment methods may be arranged with the product purchaser(s) in the case where a payment method has been declined.
8. Completion of Sale and Settlement of Account A sale shall be deemed completed when the Buyer has made final and full payment to The Royalty Exchange, and once the standard Letters of Direction have been executed. Once The Royalty Exchange notifies the Buyer that it has received full payment, the seller will have 15 days to ship the Item to the Buyer (if there is an Item to ship). The Royalty Exchange shall pay the Seller the net proceeds of the sale within 28 days after the later of (i) final and full payment by the Buyer and receiving proof of shipping from the Seller, provided that the Buyer has not given notice of intention to rescind the sale, (ii) and that no third party claim has been made against the Item or the proceeds of the sale. Seller agrees that The Royalty Exchange shall retain such percentage of the gross amount paid by the Buyer for any Item as was set by The Royalty Exchange on the Sellers Form or, if not set out on the Sellers Form as in accordance with the rates set out in the Summary.
9. Seller’s Premium You agree that The Royalty Exchange shall retain such percentage of the gross amount paid by the Buyer for any Item sold as set out by us on the Seller’s Form or, if not set out on the Seller’s Form as is in accordance with the rates set out in the Summary.
10. Buyer’s Premium A Buyer’s premium, is the percentage of the gross amount paid by the Buyer in accordance with the Summary. We shall be entitled to collect and retain the Buyer’s Premium as an additional commission.
11. The Royalty Exchange Reservation of Rights. The Royalty Exchange retains the right, but does not have the obligation, to immediately halt any auction or product sale, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized Items, auction inaccuracies, product inaccuracies, unlawful Items, Items, procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of The Royalty Exchange, and to correct any inaccurate listing, auction inaccuracies, product inaccuracies, inappropriately categorized Items or technical problems on the Site.
12. Your Transactions and Obligations. Sellers and Buyers assume different obligations by accessing the Site and using the Services.
12.1 Sellers must complete the Seller’s Form that can obtained by calling or emailing firstname.lastname@example.org
12.2 The seller must sell the product to the highest bidder that meets or exceeds the minimum price. A bid election is a legal offer to buy the product. Once the transaction closes, both the Buyer and seller are obligated to complete the transaction.
12.3 Each transaction in a The Royalty Exchange Marketplace will indicate whether a reserve price has been established. If you are the highest bidder (meeting the applicable minimum bid or reserve requirements), is a legal offer to buy the product and you are obligated to complete the transaction. Bids and purchases are not retractable.
12.4 By entering into this Agreement and bidding on a product or making a purchase, a bidder or a Buyer agrees to complete the transaction as described by this Agreement and make full payment within twenty four hours of the auction closing. The bidder or the Buyer acknowledges that by not fulfilling these obligations, his or her action or inaction may be legally actionable.
12.5 If an Item purchased in The Royalty Exchange Marketplace is being shipped to North Carolina, The Royalty Exchange must charge sales/use tax on the transaction. The Royalty Exchange will accept North Carolina resale certificates only if submitted before the transaction closes. The parties agree that it is the seller’s and the Buyer’s responsibility to determine whether sales or use taxes apply to the transactions and to collect, report and remit the correct tax to the appropriate tax authority. The parties also agree that The Royalty Exchange is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit or report any sales or use taxes arising from any transaction.
12.6 Upon closing of a transaction, the required Item or document shall be delivered to The Royalty Exchange by the Seller. The Royalty Exchange will then ship materials to the Buyer for a fee of U. S. $35.00, unless otherwise stated in the auction details, for shipping in the United States, and will negotiate the shipping rate overseas.
13. Failure to reach reserve
13.1 If any Item should fail to meet its reserve, we may, in our sole discretion either notify the Seller by email, letter, telephone or fax that the Item was unsold. We may recommend to you in writing, by fax, telephone and or by email that the reserve will be lowered to a specified sum and that the Item is to be re-offered in a subsequent Marketplace. If the Seller does not respond in writing or by email within (7) days after the date of such notice, the Seller will be deemed to have agreed to the lowering of the reserve.
13.2 If we have notified the Seller that any Item is to be withdrawn, the Seller shall be responsible for collecting the Item from the premises and for all related costs. Collection of a withdrawn Item must be completed within fourteen (14) days of our notification, failing which we shall be entitled to levy storage charges in accordance with the rates set out in our Summary. At any time thereafter we may notify the Seller that the Item is to be sold by us without reserve.
13.3 Any Item collected by the Seller in accordance with paragraph 13 should be examined as to its condition at the time of collection. In any event, any claim that an Item has been damaged while in our possession must be made in writing to use no later than 48 hours after it has been removed.
14. Royalty Collection
14.1 The Royalty Exchange will collect all royalties on behalf of the buyers. The Royalty Exchange represents and warrants that The Royalty Exchange will disperse all royalty payments actually received (less any applicable fees, including without limitation, the Royalty Collection Fee) with an accurate, detailed statement of all funds received from the applicable collecting agency no more than thirty business days after receipt. Buyers will further be able to review their statements and royalties in the My Account Information of the website. The Royalty Exchange charges a non-negotiable fee of two point five percent (2.5%) for this service. In the event that The Royalty Exchange is adjudicated as bankrupt or insolvent, or if The Royalty Exchange shareholders shall resolve to dissolve and liquidate The Royalty Exchange, or if The Royalty Exchange is otherwise unable to collect monies in respect of the Copyrighted Works, and, if Buyer at the time of such adjudication, resolution, or inability of The Royalty Exchange to collect monies in respect of the Copyrighted Works on Buyer’s behalf, is in full compliance with its obligations under the Buyer’s Agreement, then Buyer shall have the power to collect any and all royalty payments due and payable to Buyer, directly from the agencies (Performance Rights Organization, Publisher, Harry Fox or other agencies) on its own accord.
14.2 Buyer hereby agrees to accept all payments and statements rendered by The Royalty Exchange as the accurate and complete accounting of all monies owed to Buyer in connection with this agreement. Buyer hereby also waives and/or disclaims any and all rights to bring a legal cause of action or claim against The Royalty Exchange, Seller or other related third party, or to demand or require The Royalty Exchange, Seller or other third party to institute a legal cause of action or claim, including without limitation, an audit proceeding , related to, arising out of, or otherwise in connection with a claim for the receipt of insufficient funds/royalty payments, inaccurate accounting, or any other payment related claims. For the avoidance of doubt, as between Seller and Buyer, Seller has the exclusive right to institute and control any proceeding, including without limitation, an audit proceeding, related to the collection of royalty payments. Without limiting the generality of the foregoing, if in connection with a valid, legal proceeding brought by Seller, before a court of law or other entity with appropriate jurisdiction over the applicable matter, it is determined that Buyer is entitled to additional royalty payments, Seller shall remit such payments to The Royalty Exchange, less any legal and accounting expenses, including without limitation, reasonable attorneys’ fees and court costs, and The Royalty Exchange shall remit payment to Buyer in accordance with the terms of this agreement.
14.3 Without limiting the generality of the foregoing, Notwithstanding anything to the contrary set forth herein, including, without limitation, the limitation of liability set forth in paragraph 22 below, The Royalty Exchange shall defend, indemnify and hold Seller harmless from and in connection with only those liabilities, claims, actions, damages, expenses, losses, and costs of any kind (including attorneys’ fees and costs) arising from or in connection with any error or omission or alleged error or omission on the part of The Royalty Exchange in connection with The Royalty Exchange’s royalty collection and accounting obligations under this Agreement. For the avoidance of doubt, The Royalty Exchange does not represent, warrant, or otherwise guarantee that Buyer shall be entitled to receive any specific amount of money or any money at all. The Royalty Exchange’s sole obligation is to remit to Buyer all royalty payments actually received by The Royalty Exchange on behalf of Buyer (less any applicable fees, including without limitation, the Royalty Collection Fee) with an accurate, detailed statement of all funds received from the applicable collecting agency no more than thirty business days after receipt.
15. Password Security. Your password may be used only to access the Site, use the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.
16. Access and Interference. The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary of or is licensed to The Royalty Exchange. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except as otherwise provided herein); (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
17. Illegal Activity
17.1 Compliance with Laws; Fraud. The Site and Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including in regard to bidding, and purchasing Items. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and The Royalty Exchange will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
17.2 Shill Bidding. You are strictly prohibited from placing bids or causing bids to be placed on any product for the purpose of artificially increasing or otherwise manipulating the bidding process on The Royalty Exchange.com or the bid price of any product listed on the Site, or influencing user behavior on TheRoyaltyExchange.com.
18. Breach. Without limiting other remedies, The Royalty Exchange may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (a) if you breach this Agreement or the documents it incorporates by reference; (b) if The Royalty Exchange or any Seller is unable to verify or authenticate any information you provide to The Royalty Exchange; or (c) if The Royalty Exchange believes that your actions may cause legal liability for you, other The Royalty Exchange users or The Royalty Exchange.
19. Privacy, Monitoring and Disclosure.
19.3 Disclosure of Information. As permitted by applicable law, The Royalty Exchange also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with information requests, to protect The Royalty Exchange’s systems and customers, to allow users to resolve disputes, or to ensure the integrity and operation of The Royalty Exchange’s business and systems or other purposes deemed reasonable by The Royalty Exchange, The Royalty Exchange may access and disclose any information it considers necessary or appropriate, including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.
19.4 Use of Information for Marketing and Promotional purposes. The Royalty Exchange reserves the right to use all publicly viewed content provided by the buyer or seller for Marketing and Promotional purposes as permitted by applicable law. This includes userid, photos, videos, music, sale price and any other posted content.
20. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. CUSTOMER’S USE OF AND RELIANCE THEREON ARE AT CUSTOMER’S OWN AND SOLE RISK. THE ROYALTY EXCHANGE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
20.1 THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
20.2 THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;
20.3 THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF OFFER, LAWFUL TO SELL, OR SELLERS WILL PERFORM AS PROMISED;
20.4 ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
20.5 ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF THE ROYALTY EXCHANGE.
20.6 TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE ROYALTY EXCHANGE DISCLAIMS ANY AND ALL SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN FROM THE ROYALTY EXCHANGE OR THROUGH THE USE OF SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
21. General Release. BECAUSE THE ROYALTY EXCHANGE IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND SELLERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE THE ROYALTY EXCHANGE (AND ITS AFFILIATES, AGENTS, EMPLOYEES, ATTORNEYS AND ASSIGNS) FROM ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, SUBJECT TO THE PROVISIONS OF PARAGRAPH 14.3 ABOVE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY THE ROYALTY EXCHANGE.
22. Limitation of Liability. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY PROVISION OF THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. UNDER NO CIRCUMSTANCES SHALL THE ROYALTY EXCHANGE BE LIABLE TO ANY USER OR ANY THIRD PARTY ON ACCOUNT OF THAT USER’S USE OF THE SITE. SUBJECT TO THE PROVISIONS OF PARAGRAPH 14.3 ABOVE, IN NO EVENT SHALL THE ROYALTY EXCHANGE AND/OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY SUCH THIRD PARTY FOR (A) ANY DIRECT DAMAGES IN EXCESS OF THE LESSER OF THE FEES COLLECTED BY THE ROYALTY EXCHANGE IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER, OR ONE THOUSAND DOLLARS ($1,000), OR (B) ANY INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, THE DELAY OR INABILITY TO USE THE SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE ROYALTY EXCHANGE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
23. Indemnity. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD THE ROYALTY EXCHANGE AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, ATTORNEYS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY’S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS WHICH IS REDUCED TO FINAL JUDGMENT, SETTLED WITH YOUR WRITTEN CONSENT, OR ANY OTHER FINAL DETERMINATION BY WHICH YOU ARE LEGALLY BOUND, WHICH ISSUED BY A COURT OF LAW OR OTHER ENTITY WITH JURISDICTION OVER THE APPLICABLE SUBJECT MATTER.THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
24. Notices Notice to us shall be given by recorded delivery mail, to our address at
3724 Congeniality Way
Raleigh NC, 27613
and notice shall be given to you by email to the email address, or by recorded delivery mail, to the address set out in the Registration Form. Email notices given by us shall be deemed effective on the day they are sent whether or not they are received. Notices by recorded delivery mail will deemed accepted when delivered.
25. Applicable Law. The laws of the State of North Carolina govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws.
26. Arbitration. YOU AGREE THAT ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR OUR SERVICES SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN CHARLOTTE, NORTH CAROLINA, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR THE ROYALTY EXCHANGE MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN CHARLOTTE, NORTH CAROLINA IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR THE ROYALTY EXCHANGE PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS AND CONDITIONS.
27. Buyer / Sellers Disputes. Because The Royalty Exchange is not the seller in the Auction transaction between Sellers and Buyers and is not the agent of either for any purpose, The Royalty Exchange does not have the duty to resolve and will not be involved in resolving any disputes between participants related to or arising out of any such transaction except where the dispute is in association with The Royalty Exchange’s obligation to make payments to Buyer as stated in Section 14 herein.
28. Licenses. The Royalty Exchange.com grants a limited license to each participant to make personal use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services (other than the buying and selling of Items in accordance with this Agreement), making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever.
29. Termination. The Royalty Exchange, in its sole discretion, may terminate or modify this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason.
30. Copyright. If you believe that you have been defamed in some manner by The Royalty Exchange Web site or your own work has been copied in a way that constitutes copyright infringement, please provide The Royalty Exchange’s with the following information in writing: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person defamed, along with your address, phone number, and email address; (b) a description of the defamatory material, or the copyrighted work that you believe has been infringed, and a description of where the material that you claim is defamatory or infringing your rights is located on The Royalty Exchange Web site; (c) a statement by you that you have a bona fide, good faith belief that the defamatory activity has occurred or that the use by a third party of your proprietary rights is not permitted by the copyright owner or by law; and (d) a statement that the information provided is accurate and that, under penalty of perjury, you are the allegedly defamed party or the copyright owner or authorized agent to act on the copyright owner’s or allegedly defamed person’s behalf.
The Royalty Exchange’s representative to receive the foregoing information related to copyright infringement or defamation on its site is:
info@The Royalty Exchange.com
The Royalty Exchange
3724 Congeniality Way
Raleigh, NC 27613
31. General Provisions
31.1 Entire Agreement. This Agreement and the general terms, conditions set forth on the Site, including but not limited to those set forth in the FAQ Pages, Terms and Conditions, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.
31.2 No Agency; Third-Party Beneficiary. The Royalty Exchange is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of The Royalty Exchange, its sellers and buyers.
31.3 Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
31.4 No Waiver. The Royalty Exchange’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of The Royalty Exchange’s right to subsequently enforce such provision or any other provisions of this Agreement.
31.5 A Summary of Commissions and Fees payable in the course of each transaction is attached hereto as Summary.
Sellers Premium 12.5%
Buyers Premium 2.5%