Welcome to the ROYALTI.IO website, located at www.royalti.io (the “Site”). The following Agreement contains the terms and conditions that govern your use of the Site and the services offered by ROYALTI.IO through the Site (collectively, the “Services”).
Modification of this Agreement
Royalti Digital Music Solutions Limited, along with its licensees, affiliates, and assignees (collectively, “ROYALTI.IO”) reserves the right to revise this Agreement in its sole discretion at any time and without prior notice to you other than by posting the revised Agreement on the Site. Any revisions to this Agreement are effective upon posting. It is your responsibility to visit this page periodically to ensure your continued acceptance of this Agreement. Your continued use of the Site and/or Services after a revised version of this Agreement has been posted to the Site, constitutes your acceptance of such revision and the revised Agreement.
Use of the Site and Services
ROYALTI.IO will only knowingly provide the Site and Services to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 12 years of age, you may use the Site and/or Services only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. The Site and Services are not intended for children under the age of 12.
Compliance with Agreement and Applicable Law
You must comply with all of the terms and conditions of this Agreement, the applicable agreements and policies referred to below, and all applicable laws, regulations, and rules when you use the Site and Services.
Licence to Use Site and Services
ROYALTI.IO grants you a limited, revocable licence to access and use the Site and Services for its intended purposes, subject to your compliance with this Agreement. This licence does not include the right to collect or use information contained on the Site for purposes prohibited by ROYALTI.IO, to create derivative works based on the Site and its contents or any third party content available via the Site, or to download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this licence or breaches this Agreement, ROYALTI.IO may revoke the licence granted to you. ROYALTI.IO and its licensors solely and exclusively own all intellectual property and other rights, title, and interest in and to the Site and Services, except as expressly provided for in this Agreement. You will not acquire any right, title, or interest there except as otherwise expressly set forth in this Agreement. ROYALTI.IO may modify the Site and/or Services at any time with or without prior notice to you and will incur no liability for doing so.
Third Party Services
Except as may be expressly permitted by ROYALTI.IO, you may not:
- interfere with the Services and/or Site by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;
- modify, create derivative works from, reverse engineer, decompile, or disassemble any technology used to provide the Services and/or Site;
- use a robot, spider, or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet “search engine,” hit counters, or similar technology;
- collect email addresses or other information from third parties by using the Services and/or Site;
- impersonate another person or entity;
- use any meta tags, search terms, key terms, or the like that contain ROYALTI.IO’s name or trademarks;
- engage in any activity that interferes with another user’s ability to use or enjoy the Services and/or Site; or
- assist or encourage any third party in engaging in any activity prohibited by this Agreement.
The Site and the content, marks, logos, and other materials on the Site (“Site Content”) are protected by copyright, trademark, and other laws of the Federal Republic of Nigeria and foreign countries. You acknowledge and agree that the Site and Site Content, including all associated intellectual property rights, are the exclusive property of ROYALTI.IO and its licensors. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site or Site Content.
All trademarks, service marks, logos, trade names, and any proprietary designations of ROYALTI.IO used herein are trademarks or registered trademarks of ROYALTI.IO. Any other trademarks, service marks, logos, trade names, and other proprietary designations are the trademarks or registered trademarks of their respective parties.
Representations and Warranties
You warrant and represent that:
- you have the full power and authority to enter into and perform under this Agreement, which is a valid, legal, and binding agreement between the parties;
- your use of the Site and/or Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, contractual, or other legal right of any third party and will comply with all applicable laws, rules, and regulations;
- there are no claims, demands, or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your content or materials furnished to ROYALTI.IO by you in connection with the Site and/or the Services;
- ROYALTI.IO will not be required to make any payments to any third party in connection with your use of the Services and/or Site; and
- the content and materials furnished by you to ROYALTI.IO via the Site and/or in connection with the Services do not and will not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
You agree to indemnify and hold ROYALTI.IO and its employees, representatives, agents, affiliates, directors, officers, managers, and shareholders (the “Parties”) harmless from any damage, loss, or expense (including, without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand, or action brought against any of the Parties in connection with your breach or alleged breach of this Agreement. If you have to indemnify ROYALTI.IO under this section, ROYALTI.IO will have the right to control the defence, settlement, and resolution of any claim at your sole expense. You may not settle or otherwise resolve any claim with ROYALTI.IO’s express written permission.
Disclaimer and Limitations
Disclaimer of Warranties
ROYALTI.IO provides the site and services on an “as is” and “as available” basis. royalti.io does not represent or warrant that the site, services, or it’s use:
- will be uninterrupted,
- will be free of inaccuracies or errors,
- will meet your requirements, or
- will operate in the configuration or with the hardware or software that you use. ROYALTI.IO makes no warranties other than those made expressly in this agreement and hereby disclaims any and all implied warranties, including, without limitation, warranties of fitness for a particular purpose, merchantability, and non-infringement.
Exclusion of Damages
ROYALTI.IO will not be liable to you or any third party for any consequential, incidental, indirect, punitive, or special damages (including damages relating to lost profits, lost data or loss of goodwill) arising out of, relating to, or connected with the use of the ROYALTI.IO service, based on any cause of action, even if advised of the possibility of such damages.
Limitation of Liability
In no event will the liability of ROYALTI.IO exceed
- the amount paid or payable by royalti.io to you during the six months immediately preceding the event that gives rise to such liability or
ROYALTI.IO may suspend or terminate your use of the Site and/or Services if it believes, in its sole and absolute discretion, that you have breached this Agreement. Sections 4, 5, 6, 8, and 9 of this Agreement shall survive termination.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods:
- registered mail,
- overnight courier, or
- electronic mail.
If you give notice to ROYALTI.IO, you must use the following addresses: Royalti Digital Music Solutions Limited, 34b Akinwunmi Street, Mende, Maryland, Ikeja, Lagos or email@example.com. If ROYALTI.IO provides notice to you, ROYALTI.IO will use the contact information provided by you to ROYALTI.IO. All notices will be deemed received as follows:
- if by delivery by registered mail, seven (7) business days after dispatch,
- if by overnight courier, on the date receipt is confirmed by such courier service, or
- if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
You and ROYALTI.IO agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Site and/or Services (collectively, “Disputes”) shall be finally resolved by arbitration under the LACIAC Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. It is agreed that:
- The number of arbitrators shall be one.
- The seat, or legal place, of arbitration shall be Lagos, Nigeria;
- The place of arbitration shall be Lagos, Nigeria;
- The governing law of this arbitration agreement shall be the substantive law of the laws of the Federal Republic of Nigeria; and
- The language of the arbitration shall be English.
Copyright Infringement Claims
ROYALTI.IO respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously and asks that its users do the same. Infringing activity will not be tolerated on or through the Site or Services. ROYALTI.IO will promptly remove or disable materials from the Site that ROYALTI.IO believes in good faith, following its receipt of notice in accordance with the requirements below, that the materials infringe a third party’s rights. Whether or not ROYALTI.IO disables access to or removes materials, ROYALTI.IO may attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that ROYALTI.IO has received notice of an alleged violation of intellectual property rights or other violation. ROYALTI.IO may also, in its discretion, terminate the accounts of repeat copyright infringers or of those who post inaccurate or unlawful content.
Any notice or counter-notice you submit must be truthful and submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may want to seek the advice of legal counsel before submitting a notice or a counter-notice.
Procedure for Reporting Claimed Infringement
If you believe in good faith that your copyright or other intellectual property rights have been infringed, please provide us with a written notice containing:
- Your name, telephone number, address, and e-mail address;
- A description of the copyrighted work that you claim has been infringed;
- A description of the material on the Site that you believe is infringing the copyrighted work and where such material may be found on the Site;
- A statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf; and
- Your electronic or physical signature.
Please submit your notice to ROYALTI.IO as follows:
By registered mail:
Royalti Digital Music Solutions Limited
Attn: Copyright Infringement Claims
34b Akinwunmi Street, Mende, Maryland, Ikeja, Lagos
You should consult with your own lawyer to confirm your obligations to provide a valid notice of claimed infringement.
Counter-Notice to Restore Removed Content
If you believe that a notice of copyright or other infringement has been improperly submitted against you, you may submit a Counter-Notice by providing ROYALTI.IO with a written notice which contains:
False Notifications of Claimed Infringement or Counter Notifications
ROYALTI.IO reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
This Agreement will be binding upon each party hereto and its successors and permitted assignments and governed by and construed in accordance with the laws of the Federal Republic of Nigeria without reference to conflict of law principles. Only if the Disputes Resolution clause is deemed to be null and void, then all disputes arising between you and ROYALTI.IO under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Lagos, Nigeria, and you and ROYALTI.IO hereby submit to the personal jurisdiction and venue of these courts. This Agreement will not be assignable or transferable by you without the prior written consent of ROYALTI.IO. ROYALTI.IO may freely assign or transfer any rights granted by you to it under this Agreement. This Agreement (including all of the policies and other agreements described in this Agreement, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. The headings used in this Agreement are for convenience only and shall not be deemed to limit or affect any of the provisions hereof.