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SaaS Subscription Agreement

Last updated: February 2026

IMPORTANT: This document is provided for informational and organizational purposes. It does not constitute legal advice. You should consult with a qualified legal professional before entering into any binding agreement.

This SaaS Subscription Agreement ("Agreement") is entered into between Royalti Digital Music Solutions Limited, a company registered in the Federal Republic of Nigeria ("Royalti.io," "we," "us," or "our"), and the individual or entity subscribing to the Service ("Customer," "you," or "your").

By creating an account on app.royalti.io, subscribing to a plan, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these terms.

This Agreement governs your subscription to and use of the Royalti.io platform. It is supplemented by and should be read together with our Terms of Use, Privacy Policy, and any Data Processing Addendum ("DPA") executed between the parties.

1. Definitions

In this Agreement, the following terms shall have the meanings set out below:

  • "Service" means the Royalti.io cloud-based software-as-a-service platform accessible at app.royalti.io, including all features, functionalities, APIs, updates, and related documentation made available by Royalti.io as part of the Customer's subscription plan.
  • "Subscription" means the Customer's right to access and use the Service during the Subscription Term in accordance with the plan tier selected and the terms of this Agreement.
  • "Customer" means the individual, company, or other legal entity that has agreed to this Agreement by creating an account and subscribing to the Service. Where an individual subscribes on behalf of an organisation, "Customer" refers to both the individual and the organisation.
  • "Authorized Users" means the individuals who are permitted by the Customer to access and use the Service under the Customer's account, subject to the user limits of the applicable subscription plan. Authorized Users may include the Customer's employees, contractors, and agents.
  • "Customer Data" means all data, content, and information (including but not limited to royalty statements, catalogue metadata, financial records, artist information, and audio files) that is uploaded, submitted, stored, or transmitted by the Customer or Authorized Users through the Service.
  • "Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, technical specifications, Customer Data, pricing terms, and trade secrets.
  • "Subscription Term" means the period during which the Customer has an active subscription to the Service, commencing on the date the Customer first subscribes (or the end of any free trial period) and continuing until terminated or expired in accordance with this Agreement.
  • "Effective Date" means the date on which the Customer first creates an account and agrees to this Agreement by subscribing to the Service or commencing a free trial.
  • "DPA" means the Data Processing Addendum, if applicable, which sets out the terms governing the processing of personal data by Royalti.io on behalf of the Customer.

2. Subscription Plans & Access

2.1 Plan Tiers

Royalti.io offers multiple subscription plan tiers, each providing access to different features, storage limits, and capabilities. The specific features, limitations, and pricing of each plan are described on the Royalti.io pricing page and may be updated from time to time in accordance with Section 17 (Modifications) of this Agreement.

The Customer's access to specific features and functionalities is determined by the plan tier selected at the time of subscription. Royalti.io reserves the right to modify the features included in each plan tier, provided that any material reduction in features for an existing plan during an active Subscription Term will be communicated to the Customer with at least sixty (60) days' prior written notice.

The Customer may upgrade their plan tier at any time, with the new pricing taking effect immediately on a pro-rated basis for the remainder of the current billing period. Downgrades will take effect at the beginning of the next billing cycle.

2.2 Authorized Users

Each subscription plan specifies the maximum number of Authorized Users permitted to access the Service under the Customer's account. The Customer is responsible for ensuring that the number of Authorized Users does not exceed the limit specified by the applicable plan.

The Customer shall ensure that each Authorized User maintains the confidentiality of their login credentials and shall not share accounts between individuals. The Customer is responsible for all activities that occur under its Authorized Users' accounts.

If the Customer exceeds the Authorized User limit for their plan, Royalti.io may require the Customer to upgrade to a higher plan tier or remove excess users. Royalti.io will provide reasonable notice before taking any restrictive action.

3. Billing & Payment

3.1 Billing Cycles

Subscriptions are available on monthly and annual billing cycles, as selected by the Customer at the time of purchase. The Customer's billing cycle begins on the date of initial subscription (or the date a free trial converts to a paid plan) and recurs on the same date of each subsequent month or year, as applicable.

All subscriptions automatically renew at the end of each billing cycle for a successive period of the same duration unless the Customer cancels before the renewal date in accordance with Section 5 (Cancellation & Refunds) of this Agreement.

Fees are due and payable in advance at the beginning of each billing cycle. Failure to pay fees when due may result in suspension or termination of access to the Service. If payment is not received within fourteen (14) days of the due date, Royalti.io reserves the right to suspend the Customer's access until payment is received in full.

3.2 Payment Methods & Currency

Payments are processed through Stripe, our third-party payment processor. The Customer must provide valid payment information (such as a credit card, debit card, or other payment method accepted by Stripe) and authorise Royalti.io to charge the applicable fees to such payment method.

Subscription fees may be denominated and charged in Nigerian Naira (NGN) or United States Dollars (USD), depending on the Customer's billing location and plan selection. The applicable currency will be clearly indicated at the time of checkout and on all invoices.

All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and the Customer shall be responsible for payment of all such taxes (excluding taxes based on Royalti.io's net income), levies, or duties. Where Royalti.io is required by law to collect taxes, those amounts will be added to the Customer's invoice.

3.3 Price Changes

Royalti.io reserves the right to change subscription prices. Any price increase will be communicated to the Customer with at least sixty (60) days' prior written notice before the start of the next billing cycle to which the change applies. Price changes will not take effect during a pre-paid annual billing period; they will apply upon the next renewal.

If the Customer does not agree with a price change, the Customer may cancel the Subscription before the new price takes effect in accordance with Section 5. Continued use of the Service after the price change takes effect constitutes acceptance of the new pricing.

4. Free Trials

Royalti.io may, at its sole discretion, offer free trial periods for new Customers. The duration and terms of any free trial will be specified at the time of sign-up. Free trials are limited to one per Customer (including affiliated entities).

During the free trial period, the Customer will have access to the features and functionality of the applicable plan tier as specified at sign-up. At the end of the free trial period, the Subscription will automatically convert to a paid subscription on the plan selected at sign-up, unless the Customer cancels before the trial period ends.

If the Customer does not wish to continue with a paid subscription, the Customer must cancel before the free trial expires to avoid being charged. Cancellation instructions are available within the account settings at app.royalti.io.

Any Customer Data uploaded or created during the free trial period will be retained and carried over to the paid subscription upon conversion. If the Customer cancels before conversion, Customer Data will be retained for thirty (30) days following the end of the trial, during which the Customer may export their data. After this period, Royalti.io may delete the Customer Data in accordance with Section 8.

5. Cancellation & Refunds

5.1 Self-Service Cancellation

The Customer may cancel their Subscription at any time through the account settings within the Service at app.royalti.io. Cancellation is available through the same medium used to subscribe (i.e., through the online platform). Royalti.io does not require the Customer to contact support, send a letter, or use any different medium to cancel than the medium used to subscribe.

Upon cancellation, the Customer's access to the Service will continue until the end of the current billing period. No further charges will be applied after cancellation, but the Customer will not receive a refund for the remaining portion of a monthly billing period.

5.2 Refund Policy

Monthly plans: Monthly subscriptions are non-refundable. Upon cancellation, the Customer retains access to the Service through the end of the current monthly billing period.

Annual plans: If the Customer cancels an annual subscription, the Customer may request a pro-rated refund for the unused full months remaining in the annual billing period, provided the cancellation occurs within the first six (6) months of the annual term. No refunds will be issued for cancellations occurring after the first six months of an annual term; instead, the Customer retains access through the remainder of the annual period.

All refund requests must be submitted to [email protected] within thirty (30) days of cancellation. Refunds will be processed to the original payment method within fourteen (14) business days of approval.

5.3 Renewal Reminders

For annual subscriptions, Royalti.io will send renewal reminder notices to the Customer's registered email address at the following intervals before the renewal date:

  • Sixty (60) days before renewal;
  • Thirty (30) days before renewal; and
  • Seven (7) days before renewal.

Each renewal reminder will include the renewal date, the applicable renewal price, and instructions for cancellation. Failure to receive a renewal reminder does not relieve the Customer of their obligation to cancel before the renewal date if they do not wish to continue the Subscription, but the Customer may request a refund of the renewal charge if Royalti.io fails to send at least two of the three required reminders.

6. Service Level Agreement

6.1 Uptime Commitment

Royalti.io targets a monthly uptime of 99.9% for the Service, measured as the percentage of total minutes in a calendar month during which the Service is available and materially functional ("Uptime Percentage"). Uptime is calculated as:

Uptime Percentage = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100

"Downtime" means any period during which the Service is materially unavailable to the Customer, as determined by Royalti.io's monitoring systems. Downtime does not include periods covered by the SLA Exclusions set out below.

6.2 Service Credits

If the Service fails to meet the Uptime Percentage target in any calendar month, the Customer may request a service credit in accordance with the following schedule:

  • 99.0% to 99.9% uptime: Credit of 10% of the monthly subscription fee for the affected month;
  • 95.0% to 98.9% uptime: Credit of 25% of the monthly subscription fee for the affected month;
  • 90.0% to 94.9% uptime: Credit of 50% of the monthly subscription fee for the affected month;
  • Below 90.0% uptime: Credit of 100% of the monthly subscription fee for the affected month.

Service credits must be requested by the Customer within thirty (30) days of the end of the month in which the downtime occurred, by contacting [email protected]. Credits will be applied against future invoices and are non-transferable, non-refundable, and have no cash value. The maximum aggregate credit for any single calendar month shall not exceed 100% of the monthly subscription fee for that month.

For annual subscription plans, the monthly fee for purposes of credit calculation shall be one-twelfth (1/12) of the annual subscription fee.

6.3 SLA Exclusions

The uptime commitment and service credit obligations do not apply to unavailability caused by:

  • Scheduled maintenance: Maintenance windows communicated to the Customer with at least twenty-four (24) hours' prior notice via email or in-app notification. Royalti.io will use commercially reasonable efforts to schedule maintenance during off-peak hours;
  • Force Majeure events as defined in Section 14 of this Agreement;
  • Customer's equipment, software, network connections, or other infrastructure;
  • Third-party services or providers not under Royalti.io's direct control, including but not limited to cloud hosting providers, payment processors, DNS providers, and content delivery networks;
  • Customer's acts or omissions, including misuse of the Service, exceeding documented usage limits, or failure to adhere to service documentation; or
  • Actions taken by Royalti.io at the Customer's direction or with the Customer's consent.

7. Data Processing & Security

With respect to Customer Data that constitutes personal data (as defined under applicable data protection legislation), the Customer acts as the data controller and Royalti.io acts as the data processor. Royalti.io will process personal data only in accordance with the Customer's documented instructions and applicable law. Where required by applicable data protection legislation, the parties shall enter into a separate DPA.

Royalti.io implements and maintains appropriate technical and organisational security measures designed to protect Customer Data against unauthorised or unlawful processing, accidental loss, destruction, or damage. These measures include, without limitation:

  • Encryption of Customer Data in transit (TLS 1.2 or higher) and at rest;
  • Regular security assessments and vulnerability testing;
  • Access controls limiting personnel access to Customer Data on a need-to-know basis;
  • Incident response procedures, including notification to the Customer without undue delay (and in any event within seventy-two (72) hours) upon becoming aware of a personal data breach affecting Customer Data;
  • Regular backups and disaster recovery procedures; and
  • Employee security training and confidentiality obligations.

Royalti.io may engage sub-processors to assist in providing the Service. A current list of sub-processors is available upon request. Royalti.io will notify the Customer at least thirty (30) days before engaging a new sub-processor that processes Customer Data. If the Customer reasonably objects to a new sub-processor, the parties will work in good faith to find an alternative solution. If no resolution is reached within thirty (30) days, the Customer may terminate the affected portion of the Service without penalty.

Royalti.io maintains logical separation of Customer Data between tenants. No Customer's data is accessible to another Customer. Royalti.io does not share, sell, or otherwise disclose Customer Data to third parties except as required to provide the Service, comply with applicable law, or as otherwise authorised by the Customer.

8. Customer Data Ownership

The Customer retains all right, title, and interest (including all intellectual property rights) in and to Customer Data. Nothing in this Agreement shall be construed to transfer ownership of Customer Data from the Customer to Royalti.io.

The Customer grants Royalti.io a limited, non-exclusive, worldwide, royalty-free licence to access, use, copy, store, transmit, reformat, display, and process Customer Data solely to the extent necessary to provide, maintain, and improve the Service during the Subscription Term. This licence terminates upon the effective date of termination or expiry of the Subscription, subject to the data retention provisions below.

Royalti.io may generate and use anonymised, aggregated statistical data derived from the Customer's use of the Service ("Aggregated Data"), provided that such data does not identify or allow identification of the Customer or any individual. Royalti.io may use Aggregated Data for analytics, benchmarking, product improvement, and similar purposes.

The Customer may export their Customer Data at any time during the Subscription Term through the data export functionality available within the Service. Exports are available in standard machine-readable formats, including CSV and JSON.

Following the effective date of termination or expiry of the Subscription, Royalti.io will retain Customer Data for a period of thirty (30) days ("Post-Termination Export Window"), during which the Customer may request an export of their data by contacting [email protected]. After the Post-Termination Export Window, Royalti.io may delete all Customer Data from its systems in accordance with its standard data retention and deletion procedures, unless retention is required by applicable law.

9. Royalty Processing

Royalti.io provides tools for royalty calculation, tracking, and reporting based on the data and statements provided by or on behalf of the Customer. The Service processes royalty data in accordance with documented methodologies, which are described within the Service documentation and help centre.

Calculation transparency: Royalti.io shall make the methodology used for royalty calculations reasonably transparent to the Customer. The Customer may access detailed breakdowns of royalty calculations, including applicable split percentages, revenue sources, and deductions, through the reporting features within the Service.

Accuracy obligations: Royalti.io will use commercially reasonable efforts to ensure the accuracy of royalty calculations based on the data provided. However, Royalti.io's calculations are dependent on the completeness and accuracy of data provided by the Customer and third-party sources (such as digital service providers and distributors). Royalti.io does not guarantee the absolute accuracy of any calculation and shall not be liable for errors resulting from inaccurate, incomplete, or delayed source data.

Audit rights: The Customer shall have the right, no more than once per twelve (12) month period and upon at least thirty (30) days' prior written notice, to audit the royalty calculations and records relating to their account. Such audit may be conducted by the Customer or a qualified independent auditor engaged by the Customer, at the Customer's expense, during normal business hours and in a manner that does not unreasonably interfere with Royalti.io's operations. If an audit reveals a material discrepancy (exceeding 5% of the amounts owed for the audited period), Royalti.io shall bear the reasonable cost of the audit and promptly correct the discrepancy.

Payment timelines: Where the Service facilitates royalty payments to rights holders, such payments shall be processed in accordance with the schedules and timelines documented within the Service. Royalti.io will use commercially reasonable efforts to process payments within the stated timelines, subject to minimum payment thresholds and applicable banking and regulatory requirements.

Minimum thresholds: Royalti.io may establish minimum payment thresholds below which royalty payments will be accumulated and carried forward to the next payment cycle. Current minimum thresholds are displayed within the Service and may be updated from time to time with thirty (30) days' prior notice.

Currency conversion: Where royalty data originates in a currency different from the Customer's designated payment currency, Royalti.io will convert amounts at the prevailing exchange rate at the time of processing, as sourced from reputable third-party exchange rate providers. Royalti.io will display the exchange rate applied and the source of the rate within the relevant royalty reports.

10. Intellectual Property

Platform IP: The Service, including all software, code, algorithms, user interfaces, designs, documentation, trademarks, and other materials comprising the Service (collectively, "Platform IP"), is and remains the exclusive property of Royalti.io and its licensors. Nothing in this Agreement grants the Customer any right, title, or interest in the Platform IP, except for the limited right to access and use the Service in accordance with this Agreement.

Customer content: As stated in Section 8, the Customer retains all ownership rights in Customer Data and any content uploaded to or created within the Service. The Customer is solely responsible for ensuring that Customer Data does not infringe the intellectual property rights or other rights of any third party.

Feedback: If the Customer or any Authorized User provides suggestions, enhancement requests, ideas, recommendations, or other feedback regarding the Service ("Feedback"), the Customer hereby grants Royalti.io a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to use, modify, incorporate, and otherwise exploit such Feedback for any purpose, including the improvement and development of the Service, without obligation, compensation, or attribution to the Customer.

11. Confidentiality

Each party ("Receiving Party") agrees that it will not disclose, publish, or disseminate the Confidential Information of the other party ("Disclosing Party") to any third party, except to employees, contractors, and advisers who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those set out herein. The Receiving Party will protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

The obligations of confidentiality do not apply to information that:

  • Is or becomes publicly available through no fault or breach by the Receiving Party;
  • Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, without restriction on disclosure;
  • Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
  • Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure; or
  • Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to seek protective treatment of such information.

The confidentiality obligations under this Section shall survive the termination or expiry of this Agreement for a period of three (3) years, except with respect to trade secrets, for which confidentiality obligations shall continue indefinitely for so long as such information remains a trade secret under applicable law.

12. Liability Limitations

Cap on liability: To the maximum extent permitted by applicable law, the aggregate liability of Royalti.io to the Customer under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount of fees paid by the Customer to Royalti.io during the twelve (12) months immediately preceding the event or series of related events giving rise to such liability.

Exclusion of consequential damages: To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of procurement of substitute services, arising out of or in connection with this Agreement, regardless of the cause of action or theory of liability, even if such party has been advised of the possibility of such damages.

Uncapped carve-outs: The limitations set out above shall not apply to:

  • Either party's indemnification obligations under Section 13, to the extent arising from infringement of third-party intellectual property rights;
  • Liability arising from a party's wilful misconduct, gross negligence, or fraud;
  • Liability arising from a breach of a party's confidentiality obligations under Section 11 (to the extent such breach results in a data breach involving personal data);
  • Royalti.io's liability for a data breach resulting from a failure to implement the security measures described in Section 7; or
  • Any liability that cannot be limited or excluded under applicable law.

13. Indemnification

Indemnification by Royalti.io: Royalti.io shall defend, indemnify, and hold harmless the Customer from and against any third-party claims, actions, proceedings, losses, damages, expenses, and costs (including reasonable legal fees) arising from or relating to any allegation that the Customer's authorised use of the Service infringes any third-party intellectual property rights enforceable in the jurisdiction of the governing law of this Agreement ("IP Claim"). In the event of an IP Claim, Royalti.io may, at its option and expense: (a) obtain a licence for the Customer to continue using the Service; (b) modify the Service to make it non-infringing without materially reducing its functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected portion of the Service and refund the Customer any pre-paid fees for the unused portion of the Subscription Term.

Indemnification by Customer: The Customer shall defend, indemnify, and hold harmless Royalti.io from and against any third-party claims, actions, proceedings, losses, damages, expenses, and costs (including reasonable legal fees) arising from or relating to: (a) Customer Data, including any allegation that Customer Data infringes any third-party intellectual property rights or violates applicable law; (b) the Customer's use of the Service in violation of this Agreement; or (c) the Customer's breach of any representations or warranties under this Agreement.

Indemnification procedure: The indemnified party shall: (a) provide the indemnifying party with prompt written notice of the claim; (b) grant the indemnifying party sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party or admits liability on behalf of the indemnified party without the indemnified party's prior written consent.

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to:

  • Natural disasters, epidemics, or pandemics;
  • War, terrorism, or civil unrest;
  • Government actions, sanctions, or embargoes;
  • Cyberattacks, including distributed denial-of-service (DDoS) attacks, ransomware, or other malicious activities, provided the affected party has maintained commercially reasonable security measures;
  • Widespread internet or telecommunications infrastructure failures;
  • Power outages or utility failures of a widespread nature; or
  • Any other event of similar nature that is beyond the reasonable control of the affected party.

The affected party shall provide prompt written notice to the other party of the Force Majeure Event, including the expected duration and the steps being taken to mitigate its impact. The affected party shall use commercially reasonable efforts to resume performance as promptly as practicable.

If a Force Majeure Event continues for a period exceeding sixty (60) consecutive days, either party may terminate this Agreement (or the affected portion thereof) upon written notice to the other party. In such case, the Customer shall receive a pro-rated refund of any pre-paid fees for the period during which the Service was materially affected.

For the avoidance of doubt, Force Majeure Events do not excuse the Customer's obligation to pay fees that are due and payable for periods during which the Service was available.

15. Term & Termination

Term: This Agreement commences on the Effective Date and continues for the duration of the Subscription Term, including any renewal periods, unless terminated earlier in accordance with this Section.

Termination for cause: Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; (b) becomes insolvent, files for bankruptcy, or has a receiver or administrator appointed over its assets; or (c) ceases to carry on business.

Termination for convenience: Either party may terminate this Agreement for convenience by providing at least thirty (30) days' prior written notice to the other party. If the Customer terminates for convenience, the cancellation and refund provisions of Section 5 shall apply. If Royalti.io terminates for convenience, the Customer shall receive a pro-rated refund of any pre-paid fees for the unused portion of the Subscription Term.

Effect of termination: Upon termination or expiry of this Agreement:

  • The Customer's right to access and use the Service shall immediately cease (subject to any wind-down period specified in the termination notice);
  • The Customer may export their Customer Data during the Post-Termination Export Window as described in Section 8;
  • Each party shall return or destroy all Confidential Information of the other party, except as required to be retained by applicable law; and
  • All outstanding fees for the period up to the effective date of termination shall become immediately due and payable.

Survival: The following Sections shall survive the termination or expiry of this Agreement: Definitions (Section 1), Customer Data Ownership (Section 8), Intellectual Property (Section 10), Confidentiality (Section 11), Liability Limitations (Section 12), Indemnification (Section 13), Dispute Resolution (Section 16), and General Provisions (Section 18).

16. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof ("Dispute"), shall be resolved in accordance with the following procedure:

Step 1 — Negotiation: The parties shall first attempt to resolve the Dispute through good-faith negotiation. Either party may initiate negotiation by sending written notice to the other party describing the Dispute and proposing a resolution. The parties shall have thirty (30) days from the date of such notice to reach a mutually acceptable resolution.

Step 2 — Mediation: If the Dispute is not resolved through negotiation within the thirty (30) day period, either party may refer the Dispute to mediation administered by the Lagos Court of International Arbitration Centre (LACIAC) in accordance with its mediation rules.

Step 3 — Arbitration: If the Dispute is not resolved through mediation within sixty (60) days of the commencement of mediation (or such longer period as the parties may agree), either party may refer the Dispute to final and binding arbitration under the LACIAC Arbitration Rules. It is agreed that:

  • The number of arbitrators shall be one (1);
  • The seat and place of arbitration shall be Lagos, Nigeria;
  • The language of the arbitration shall be English; and
  • The arbitrator's award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the resolution of a Dispute through the procedure described above.

17. Modifications

Royalti.io reserves the right to modify this Agreement from time to time. For non-material changes, Royalti.io will post the updated Agreement on the Site and update the "Last updated" date. The Customer's continued use of the Service after such posting constitutes acceptance of the modified Agreement.

For material changes — including changes that affect the Customer's rights or obligations, pricing, data handling practices, or liability provisions — Royalti.io will provide the Customer with at least thirty (30) days' prior written notice via email to the Customer's registered email address. Material changes will not take effect until the Customer has been given the opportunity to review and accept the changes. If the Customer does not accept the material changes, the Customer may terminate the Agreement before the changes take effect, and the cancellation and refund provisions of Section 5 shall apply.

In no event shall modifications be applied retroactively. Any modification shall apply prospectively from the date it takes effect.

18. General Provisions

Entire agreement: This Agreement (together with the Terms of Use, Privacy Policy, and any applicable DPA) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude the exercise of any other right, power, or privilege. Waivers must be in writing and signed by the waiving party.

Assignment: The Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Royalti.io. Royalti.io may assign this Agreement in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be void.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by registered mail or overnight courier (deemed received upon confirmation of delivery); or (c) sent by email (deemed received twenty-four (24) hours after sending, if no delivery failure notification is received). Notices to Royalti.io shall be addressed to:

  • Email: [email protected]
  • Registered mail:
    Royalti Digital Music Solutions Limited
    34b Akinwunmi Street, Mende, Maryland, Ikeja, Lagos

Notices to the Customer shall be sent to the email address or physical address associated with the Customer's account.

Relationship of the parties: Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to create obligations on behalf of the other.

Third-party rights: This Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their respective successors and permitted assigns.

Headings: The headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision.

19. Contact Information

For questions about this Agreement, please contact:

ROYALTI DIGITAL MUSIC SOLUTIONS LIMITED
34b Akinwunmi Street, Mende, Maryland, Ikeja, Lagos
Federal Republic of Nigeria
[email protected]
royalti.io | app.royalti.io

DISCLAIMER: This Agreement is provided for informational and organizational purposes. It does not constitute legal advice. You should consult with a qualified legal professional regarding your specific circumstances. While Royalti.io has made reasonable efforts to ensure this Agreement addresses key aspects of the subscription relationship, neither Royalti.io nor its affiliates make any representation or warranty regarding the legal sufficiency of this Agreement for any particular jurisdiction or purpose.