Terms Of Use
1
INTRODUCTION
1.1
This SPLITXCHANGE Terms & Conditions (this “Terms” or “Agreement”) contains the terms and conditions that govern your access of the service offerings (as defined below) and is a legal agreement between SPLITXCHANGE Limited (“SPLITXCHANGE”, “we”, “us” or “our”) and you or the entity you represent (“you”, “your” “User”) that sets out the legally binding terms for your use of our Platform. These Terms shall take effect when you sign-up to use our Platform.
1.2
These Terms and Conditions are in addition to any other agreements between you and SPLITXCHANGE, including listing agreements, privacy policy, end user license agreement, acceptable use policy and any other terms relating to your use of our Platform.
1.3
Your use of our Platform is confirmation of your acceptance of these terms. If you do not agree with any provisions of contained herein, please do not access or use our Platform.
1.4
You represent and warrant that you have the right, authority, and capacity to be bound by these Terms. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. You may not access or use the Site or Platform if you are not at least 18 years old or of full legal capacity within your region. By using the Platform, you warrant that you are 18 (eighteen) years of age or older and of full legal capacity. If you are under the age of 18 (eighteen) or if you are not legally permitted to enter into a binding Agreement, then you may use the platform only with the involvement and supervision of your parent or legal guardian. If your parent or legal guardian supervises you and gives his/her consent, then such person agrees to be bound to these Terms and to be liable and responsible for you and all your obligations under these Terms.
1.5
Please read these Terms carefully and contact us should you have any questions. To contact us, please email info@splitxchange.com or telephone our customer service line on +234 908 896 2169.
2
DEFINITIONS
In these Terms:
2.1
“Account” means the Account on the Platform created by the User, which is limited for use by the User.
2.2
“Applicable Laws” means any statute, law, regulation, ordinances, rules, judgment, notification, rule of common law, order, decree, byelaw, government approval, directive, guideline, requirement or other governmental instruction or any similar form of decision of, or determination by, or any interpretation, policy or administration having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this document or thereafter;
2.3
“Asset” means the reference to artworks and Music Project.
2.4
"SPLITXCHANGE Content" means any and all Content that we provide through our Platform, including contents licensed from a third party, but excluding User Content.
2.5
“Artiste/Lister” means the person or legal entity who submits or lists a Music Project on the Platform for auction and who, in respect of such Music Project, either (a) owns all relevant intellectual property rights and entitlements or (b) has been duly authorized by any and all other intellectual property rightsholders of the Music Project to submit and list the Music Project on the Platform. Artiste be Used simultaneously with Lister in these Terms.
2.6
“Bidding” means the offering of prices for an artwork which leads to purchase of Splits in the artwork.
2.7
“Content" means any and all images, text, information, data, audio, video, graphics, and other material provided on or through our Platform, including when we send you an email. Content includes both SPLITXCHANGE Content and User Content.
2.8
“Dividend” means the profit payable to a User in accordance with the Splits held in a Music Project.
2.9
“Encumbrance” means any lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any Contract to create any of the foregoing.
2.10
"Including" means "including but not limited to" unless we specifically indicate otherwise.
2.11
“Lister” means a User who lists an Asset for auction.
2.12
“Listing” means the entry of an Asset for sale on the Platform either through auction or outrightly.
2.13
“Lease Auction” means the bidding process towards the winning of a lease right over an artwork for a period of time.
2.14
“Lease Period” means the length of time during which the Lessee has the right to keep custody of an artwork.
2.15
“Lease Price” means the amount of money paid for the rental of an artwork.
2.16
“Lessee” means a User who has successfully bid for the physical custody of an artwork for a limited period.
2.17
“Music Project” means a music album or Extended Play (EP) listed on the Platform by an Artiste or record label.
2.18
“Platform” means the SPLITXCHANGE web application downloadable from the IOS app store or the Android Play store and any other means through which SPLITXCHANGE’s services may be accessed.
2.19
“Purchasing User/Purchaser” means any User who purchases Splits on our Platform.
2.20
“Revenue” means all funds obtained from the distribution and streaming of the Music Project listed and auctioned on the Platform.
2.21
“Splits” means the digital division of an Asset listed on the Platform into several units for auction and trade on the Platform, thereby creating co-ownership, stake in an Asset. It represents the percentage ownership or stake a User owns in an Asset.
2.22
“User” means every natural person or legal entity that operates an account or uses the Platform.
3
ABOUT SPLITXCHANGE
3.1
What is SPLITXCHANGE?
SPLITXCHANGE is a technological Platform that provides an opportunity to art and music lovers to own shares of an Asset through the listing, partial and total sale/purchase of such Asset. We connect art and music lovers and enthusiasts across the globe.3.2
SPLITXCHANGE’s offerings ?
SPLITXCHANGE’S platform provides the following:3.2.1
Transfer of ownership in Assets via the primary and secondary market of the Platform.
3.2.2
A primary market for image rights
3.2.3
Lease of artworks.
3.2.4
A social media feed where Users may connect and share contents.
4
GENERAL TERMS OF USE
4.1
For accountability you must:
4.1.1
Use the same name contained in your government issued ID
4.1.2
Provide accurate information about yourself.
4.1.3
Create only one account and use your timeline for personal purposes or in line with SPLITXCHANGE’s activities.
4.1.4
Not share your password, give access to your SPLITXCHANGE account to others, or transfer your account to anyone else.
4.2
While using SPLITXCHANGE, you shall:
4.2.1
Use the platform in a legal manner.
4.2.2
Pay for the purchases (deductible from your wallet).
4.2.3
Not violate any laws, regulations, third party rights and our policies.
4.2.4
Not post content or items in an inappropriate category or areas on our platforms.
4.2.5
Not copy or modify SPLITXCHANGE’s intellectual properties.
4.2.6
Not circumvent or manipulate our fee structure, the commission process, or fees owed to SPLITXCHANGE.
4.2.7
Not harvest or otherwise collect information about Users, including email addresses, without their consent.
4.2.8
Not use our Platform if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from using our Platform.
4.2.9
Not manipulate the price of any item or interfere with listings.
4.2.10
Not post false, inaccurate, misleading, defamatory, or libelous content (including personal information).
4.2.11
Not transfer your SPLITXCHANGE account to another party without our consent.
4.2.12
Not distribute or post spam, chain letters, or pyramid schemes.
4.2.13
Not submit, post, publish or otherwise provide any User Content on or through our Platform, or take any other action in connection with our Platform (whether online or offline), that: (i) infringes, misappropriates or violates the rights or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right: (ii) violates (or encourages any conduct that would violate) any applicable local, state, national, or international law or regulation, including any tax law, consumer protection law, or law governing the export or import of data, goods, services or software; (iii) is deceptive, misleading, fraudulent, defamatory, libelous, abusive, harassing, discriminatory, hateful, malicious, inciting of violence, threatening, sexually explicit, or obscene; or (iv) impersonates or misrepresents your relationship with any person or entity;
4.2.14
Not create a false or misleading SPLITXCHANGE account or User profile with inaccurate information.
4.2.15
Not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure.
4.2.16
Not copy, reproduce, modify, create derivative works, distribute, or publicly display any SPLITXCHANGE’s content from the Platform.
4.2.17
Not interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform.
4.3
Without limiting other rights or remedies, we reserve the right to limit, delete contents, terminate or suspend any User's account and/or access to or use of any part of or all of our Platform, at any time at our sole discretion, if we believe that such User is violating the rights of any third party, that a User's conduct may be exposing us or others to legal or financial liability, or that such User is acting inconsistently with the letter of these Terms, and other applicable agreements with us, and we shall have no liability to such User for doing so. In any case, we reserve the right to investigate and prosecute violations of these Terms to the fullest extent permitted by applicable law.
4.4
We do not endorse, control and are not responsible for the conduct (whether online or offline) of any User on the Platform and we make no representations or warranties as to the character, reputation of any User. We make no representations or warranties that any User will complete any transaction or otherwise perform as promised.
4.5
We do not endorse or make any representations or warranties of any kind, express or implied, with respect to: (i) any listings on our Platform or related User Content, whether as to accuracy, completeness, truthfulness, reliability or otherwise; or (ii) any property listed, marketed, offered or sold by any User and/or third party, whether as to quality, size, condition, description, provenance, attribution, authenticity, legality, merchantability, fitness for a particular purpose, or otherwise.
5
ONBOARDING: USER ACCOUNT AND PROFILE ONBOARDING
5.1
Users are required to provide an e-mail address, phone number, name and choose a strong password in order to create an Account and be able to use the Platform. The e-mail address and chosen password, together shall be used to gain access into a User’s account. SPLITXCHANGE is entitled to demand additional requirements for opening an Account. In creating your Account, the User warrants to provide correct and complete information and is responsible for the accuracy of any and all information in its Account. SPLITXCHANGE is not liable for any inaccurate data.
5.2
Completion of your profile includes your personal details (name, phone number and email address), verification information with basic and advanced verification (which requires components of your personal details, proof of address, etc. (KYC requirements and security details such as account password, transaction pin and optional biometric login.
5.3
SPLITXCHANGE is at liberty and may in its sole discretion accept or refuse requests to sign up and create a profile on the Platform.
5.4
Users are fully responsible for non-disclosure of their login and Account details and the use of their Account. Users may not allow use of their Account by any third party nor others that do not have the authority to represent the User. Users guarantee that any third party that uses their Account is authorized to represent the User. If the User suspects that its Account has been breached, the User shall report this immediately to support@SPLITXCHANGE.com.
5.5
If you choose, or you are provided with, an identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any User identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
5.6
Where a User is a corporate person, the natural person that opens the Account on behalf of such legal entity warrants that it has the legal capacity and power to act on behalf of and to represent the specific legal entity, proceed with the registration of the User to the Platform and the creation of the Account, accept all terms and conditions of the Platform, operate the account and make purchases and trades of Assets.
5.7
In certain circumstances, you may be required to provide additional information and/or to meet additional eligibility requirements before you are allowed to list, lease, buy, offer or sell artworks on or through our Services.
5.8
At its own discretion, SPLITXCHANGE may suspend or terminate the Account of any User, in the event of a breach of any applicable terms of the Platform, breach of our acceptable use policy, fraud, intellectual property infringement, or if the Account, in the opinion of SPLITXCHANGE, is likely to be harmful to its reputation or that of any other User or third party. This includes any (attempt to) manipulate streaming numbers including but not limited to plays of musical recordings by bots, hijacked accounts, or through other inauthentic listening methods. User is not entitled to any compensation in connection with the suspension, blocking or deletion of the Account by SPLITXCHANGE and User hereby waives any right to any compensation of damages.
5.9
A User is entitled to one (1) Account. If, for whatsoever reason, the Account is blocked or deleted, User is no longer entitled to use the Platform in any way (whether through that Account, another Account, or without an Account).
6
WALLET FUNDING AND TRANSFER
6.1
You shall be allowed to create a wallet on the Platform having completed the requisite verification as may be directed on the Platform.
6.2
In order to list an Asset, participate in a bid or auction or purchase an Asset on the Platform, you shall be required to fund your wallet on the Platform.
6.2.1
You may periodically, at your discretion, transfer funds from your bank account/ card to your wallet. However, note that transfers from your wallet to your bank account/card may be subject to verification requirements to ensure safety of accounts and funds.
6.2.2
The Currency of the Platform is the United States Dollars (USD). You may however fund your wallet with your local currency which shall be converted to USD at the prevailing exchange rate at the time of funding.
6.2.3
You will be responsible for:
6.2.3.1
Paying all fees charged by any third-party service provider associated with transfer to and from your bank accounts or cards as well as for paying any fees charged by SPLITXCHANGE for any transfers.
6.2.3.2
Ensuring that transfers are handled in compliance with SPLITXCHANGE’s requirements, third party service provider requirements and applicable law.
6.2.3.3
Ensuring that there are no errors in any of the transfer instructions, bidding or purchase instructions you provide using the Platform.
6.2.4
In the event you fail to comply with any requirements of this section, the transferred funds may be permanently lost.
6.2.5
The timing for completing any transfer shall depend on third party actions that are outside SPLITXCHANGE’s control, and we make no guarantee regarding the amount of time it may take to complete any transfer.
6.2.6
SPLITXCHANGE may impose limits on the amount of any inbound or outbound transfers or suspend or terminate your ability to transfer funds into or out of your wallet in compliance with Applicable Laws or otherwise at our discretion.
7
LISTING
7.1
You may list an Asset on the Platform for outright or Splits sale on your account subject to paying applicable listing fees, and other fees as SPLITXCHANGE may prescribe from time to time in its sole discretion.
7.2
By Listing an Asset on the Platform, you represent and warrant that:
7.2.1
You are willing to sell at least 10% of the total ownership rights of the Asset.
7.2.2
You are the legal and beneficial owner of the Asset or have obtained requisite consents and approvals from the beneficial owner and that a Purchasing User shall have title free and clear of all Encumbrances.
7.2.3
The purchase of Splits shall not result in the breach or violation of any of the provisions of, or constitute default under any contract to which the Lister is a party, or any judgment, decree, order.
7.2.4
Where applicable, approvals, licenses or permits required for the change of ownership of the Asset as contemplated herein have been obtained.
7.2.5
There is no legal or regulatory action or proceeding pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of Splits contemplated herein.
7.2.6
The listed Asset is not under the threat of being appropriated, expropriated or seized by any governmental or other lawful authority.
7.2.7
Where applicable, all taxes on the artwork for any period prior to Listing and transfer of ownership have been paid in full.
7.2.8
There are no actions, suits or proceedings pending or to the knowledge of Lister, threatened against or affecting, the Asset, at law or in equity.
7.2.9
There are no liabilities of the Lister, whether or not accrued and whether or not determined or determinable, in respect of which a Purchasing User may become liable on or after the consummation of the transactions herein provided for.
7.2.10
All documents delivered by Lister to SPLITXCHANGE in connection with the Listing and sale of Assets; any certificate, report, statement or other document furnished by or on behalf of the Lister in connection thereof are true and accurate.
7.2.11
SPLITXCHANGE shall be informed of any event with the likelihood of adversely affecting the ownership of Asset by a Purchasing User.
7.2.12
SPLITXCHANGE shall have the sole discretion to determine the value at which Assets shall be placed for bids.
7.2.13
SPLITXCHANGE is hereby authorized to issue documents of ownership to adequately transfer ownership to the purchasers.
7.2.14
You shall be responsible for the costs associated with the provenance checks, due diligence, transportation, warehousing, valuation, insurance and all other costs required for SPLITXCHANGE to take possession of the artworks or determine the authenticity and ownership of the artworks. Where SPLITXCHANGE determines it is necessary to return or delist an artwork, for whatever reason, you shall be required to cover the costs associated with such return.
7.2.15
SPLITXCHANGE takes no responsibility for artworks until same is in its custody and possession.
7.3
Upon approval, the Asset shall be listed on the Platform and bidding may commence on terms to be determined by SPLITXCHANGE.
7.4
We reserve the right, at any time at our sole discretion, to refuse to list, de-list, or delay or suspend listing of any Asset on our Platform. We shall not be liable to any User for doing so.
7.5
Further to these warranties, you agree to indemnify and hold harmless the Purchasing User and SPLITXCHANGE from all losses suffered or incurred as a result of or arising directly or indirectly out of or in connection with any breach of warranties or any inaccuracy of any representation as stated above.
8
SALE/PURCHASE OF ARTWORKS
8.1
Sales and purchase of artwork on the Platform shall be in two ways:
8.1.1
Auction by Splits in the primary and secondary market.
8.1.2
Outright purchase via auction in the open market.
8.2
Auction by Splits (Primary and Secondary Market)
8.2.1
Upon listing artworks on the Platform for Split auction, Split auction process commences on the primary market. Here the artwork listed by the Lister is made open for bidding to all Users.
8.2.2
Only Users who have successfully completed the advanced KYC verification and have funded their wallets shall be permitted to join a bidding process in an auction whether in primary or secondary market. A condition for the acceptance of your bid is that the balance in your wallet is sufficient to cover such bid. You cannot bid an amount above the value that is in your wallet.
8.2.3
Interested Users shall place bids on the artworks in accordance with the set prices/reserved prices. Once your bid is successful, SPLITXCHANGE shall debit your wallet in an amount equal to the value of the number of Splits purchased. In addition, SPLITXCHANGE will deduct applicable transaction fees from your wallet which shall be confirmed to you at the point of purchase confirmation.
8.3
No bids shall be accepted following the closing of an auction.
8.4
The period for bidding shall be displayed on the Platform; no bids shall be accepted after the time stipulated. All disputes regarding the bids placed shall be resolved on the Platform and SPLITXCHANGE shall reserve the sole authority to determine whether a bid has been made within the stipulated timeline.
8.5
SPLITXCHANGE may elect to re-open auction and/or list remaining, or available Splits not purchased in the primary market in the secondary market. Purchasing Users may also trade or sell Splits purchased at the primary auctions or in the secondary market to other Users or purchase more Splits from the secondary market. Splits purchased in the secondary market may also be resold on the secondary market.
8.6
Upon successful purchase of Splits, the Lister hereby sells, assigns and transfers the Split to a Purchasing User whose bids have been successful, free and clear of all Encumbrances in the Splits purchased. The purchase sum for Splits shall be transferred to the Lister on the Platform less SPLITXCHANGE’s commission and applicable taxes.
8.7
Upon purchasing Splits of an artwork, the Purchasing User agree that:
8.7.1
The bid sum be deducted from their wallet, and the Purchasing User would have purchased the Splits.
8.7.2
There shall be no refund of the any sums deducted from your wallet for the purchase of Splits.
8.7.3
Your ownership rights are limited to the Splits purchased. For the avoidance of doubt, the Lister only assigns ownership of the artwork and does not include the copyrights rights over such artwork which shall remain in the creator of the artwork. For all intents and purposes, upon deduction of the purchase price, the Purchasing User becomes a co-owner of the artwork (subject to number of Splits purchased) and shall receive notification on the SPLITXCHANGE Platform that the bid was successful, and the purchased Splits have been allotted to his Account on the SPLITXCHANGE Platform. Such notification shall evidence ownership of the Splits.
8.7.4
By purchase of a Split/Splits in an artwork you own such artworks in conjunction with other Users and as such the artworks shall be utilized for the collective benefit and profitability of all Users.
8.7.5
To the payment of an insurance fee of 0.99% of your total purchase price (excluding VAT and commissions). You further agree to the deduction of the insurance fee from your wallet by SPLITXCHANGE.
8.7.6
The purchase of a Split/Splits shall not entitle you to physical possession of the Artworks. However, you may be granted temporary physical possession of the Artworks subject to the lease terms.
8.7.7
The artwork will not be delivered to you physically and the artwork is automatically subject to lease trading. Upon purchase or sale of an Artworks, you consent that SPLITXCHANGE shall be entitled to lease the physical possession of the artworks or the image rights to a third-party and you shall be entitled to earn proceeds from the lease in accordance with the Splits held in the artwork. You further consent that SPLITXCHANGE shall be solely responsible for making economic decisions as it relates to the artworks.
8.8
Auction by outright sale in the open market
The open market offers sale and purchase of listed artworks in full. Here, selected artworks are listed for outright sale. For listings on the open market, no splits or lease contracts are required, the works are available for outright sale and delivery subject to the auction process.9
LEASE OF ARTWORKS
9.1
A winner of an artwork during Lease Auction may be granted temporary physical possession of the artworks provided SPLITXCHANGE receives notification of the desire for custodianship via the SPLITXCHANGE contact details provided on the Platform, and subject to the payment of a Lease Price, an insurance fee of 0.99% of the asking Lease Price, shipping fee, agreeing to the terms of lease and meeting such conditions SPLITXCHANGE may require from time to time. You shall ensure that your wallet is adequately funded for this purpose.
9.2
A Lessee may be entitled to re-lease the artworks and the re-leasing process shall be subject to a bidding process and the highest bidder acquires the lease of the artworks. It shall be subject to the auction/ bidding terms provided herein.
9.3
You shall be required to agree to separate terms for the lease of artworks by clicking an “I Accept” or “I Agree” or similar check box when presented with the terms.
10
SALE AND PURCHASE OF IMAGE RIGHTS
10.1
The sale of image rights refers to the right to use a picture of an artwork commercially, towards the promotion of a brand, a person or entity.
10.2
By listing a photograph of an artwork for image right sale or use, the Lister shall sign/confirm that the work is theirs and no copyright infringement has occurred to indemnify SPLITXCHANGE from any liability.
10.3
Upon uploading an image (high resolution) by the Lister of the image rights, trading of image rights shall be through the auction process described above.
10.4
Once the listing is approved, a unique code is created for that image and the image is made available for bids on the Platform. The Lister of the image shall first receive an approval notification to be listed on the Platform. The owner thereafter activates auction - it goes live for bidding.
10.5
After auction closes the winner of the bid has the work transferred to their portfolio/catalogue with the unique code and a certificate will be emailed to the purchaser confirming the right to use the image for a particular purpose and for an agreed period.
10.6
The purchaser of the Image rights shall be required to pay alongside the bid sum, processing fees and transaction fees.
10.7
You may be required to agree to separate terms for the purchase of image rights to an artwork by clicking an “I Accept” button or check box when presented with the terms.
11
LISTING, PURCHASE/SALE OF SPLITS (MUSIC PROJECT)
ROLE OF PARTIES
11.1
Role of the Artiste/Lister
11.1.1
Through the Music Project listing dashboard, an Artiste may list a Music Project on the Platform wholly or partially (not less than 10% of the value of the Project) for purchase by Users. The Artiste in listing a Music Project shall include details of the Music Project including name of album, year of production, genre, album cover and snippet of the Music Project (for Purchasers to listen prior to purchase), value of the Project (as valued by designated SPLITXCHANGE’s partner) and such other information as may be required by SPLITXCHANGE.
11.1.2
It is the sole responsibility of the Artiste/Lister to provide all details of existing rights over the Music Project to SPLITXCHANGE prior to listing including all existing agreements with respect to the Artiste and entitled parties.
11.2
Role of SPLITXCHANGE
11.2.1
We offer the Platform for the purchase and trading of Splits in Music Project through our Platform. SPLITXCHANGE is not a contractual party in the relationship regarding any Splits sale between the Purchase (as owner of a Splits) and the Artiste/Lister concerned or between a Purchase and another User.
11.2.2
We levy a transaction fee on the side of the Artiste/Lister and of the Purchaser (in the primary market) and a transaction fee on the side of the Purchaser (as seller) and another User (as buyer) upon each purchase of a Split. This transaction fee is reflected in the price paid by the Purchaser and is visible prior to placing a purchase bid. You agree to the transaction fee scheme specified within the website. SPLITXCHANGE may, in its discretion, update the transaction fees at any time. Any updated transaction fees will apply to any sales or other purchases that occur following the effective date of the updated fees. You authorize SPLITXCHANGE to deduct from your account any applicable fees that you owe under these Terms.
11.2.3
SPLITXCHANGE reserves the right to set thresholds for minimum prices of Splits that are offered.
11.2.4
SPLITXCHANGE partners with third party distributors for the distribution of Music Project and receipt of Revenue which is given back to Purchasers of Splits.
11.3
Role of the User
11.3.1
In relation to a purchase of Music Project, a User as Purchaser, can become an owner of shares in a Music Project by the purchase and ownership of Splits in that Music Project.
12
PURCHASE AND TRADING OF SPLITS
12.1
Transaction mechanics (Primary Market)
12.1.1
Following the listing of a Music Project and acceptance of listing by SPLITXCHANGE, the Music Projects sale goes live for purchase by auctions in the primary market of the Platform. Auction of the Music Project shall commence and close within specified dates that shall be designated by SPLITXCHANGE at its discretion. For each successful purchase of Split, SPLITXCHANGE shall be entitled to a commission in an amount that shall be set by SPLITXCHANGE from time to time and displayed to a User at the point of purchase on the Platform.
12.1.2
Any placed buy-order is considered to be an instruction of Purchaser to SPLITXCHANGE to initiate a purchase and deduct the applicable sum from their Account. Upon completion of a sale, the Purchaser hereby co-owns the Music Project with the Artist/Lister and other Purchasers. The Lister hereby authorizes SPLITXCHANGE to transfer ownership in the Music Project to the Purchaser and shall notify the purchaser of ownership by the issuance of a purchase certificate, notification or like document.
12.1.3
At the close of the auction, all monies realized from the auction shall be paid to the Artiste/Lister to be applied towards the funding, marketing and promotion of the Music Project in return for Dividend at a future date.
12.1.4
By buying Splits, you are buying a share of Music Project’s digital streaming Revenues. Upon the purchase of Splits, the Purchaser shall be entitled to receive Dividends from streaming Revenues of the Music Project proportionate to the number of Splits held in the Music Project for as long as the Splits are owned by the Purchaser.
12.1.5
Purchasers of a Splits in a Music Project can access their Dividends through their wallets on the Platform.
12.1.6
For the purpose of transparency, SPLITXCHANGE may from time to time post the streaming income of the Project for Users to establish in real time the economic trajectory of their equity holdings in the Music Project. Users shall receive profit from the streaming of the Music Project in such a frequency as SPLITXCHANGE may notify depending on the process payouts of streaming platforms.
12.1.7
The Purchaser agrees and warrants that his/her rights in the Music Project are limited to Dividend rights (proportionate to the numbers of Splits owned) and shall hold no intellectual property right, distribution right, performance right or any other right whatsoever in the Music Project and that the Artiste or Lister shall retain the right to repurchase all or any portion of the Music Project at its sole discretion (subject to paying the purchase price as may requested by the Purchaser).
12.1.8
The Purchaser agrees that he/she have purchased Splits at their own discretion without any guarantees and understands that a Music Project may never generate any streams and therefore produce no Revenue/Dividend for the Purchaser (including the artists themselves). While music does present great income opportunities, predicting commercial success is difficult, thus SPLITXCHANGE does not guarantee the success of any Music Project.
12.1.9
The Purchaser shall hold SPLITXCHANGE harmless from any claim or loss resulting out of any claims or actions in connection with intellectual property rights in any Music Project.
12.2
Transaction Mechanics (Secondary Market)
12.2.1
At the close of the auction in the primary market, all unpurchased Splits in the Music Project shall be sold at the secondary market of the Platform. Furthermore, a Purchaser may list Splits of a Music Project purchased on the primary market for sale in the secondary market.
12.2.2
In listing the Splits, the Purchaser shall state the amount for which the Splits are to be sold (subject to SPLITXCHANGE’s approval). If the listing is approved, the Splits shall be displayed in the secondary market for purchase by another User.
12.2.3
At the close of the sale, the Splits shall be transferred to the Account of the Purchaser. SPLITXCHANGE shall be entitled to a transaction fee for all completed transactions in the secondary mark. The transaction fee shall be displayed prior to the confirmation of purchase.
13
MERCHANDIZE
13.1
An Artiste may list his merchandise for sale on the Platform. Merchandize may include branded shirts, caps and other accessories that are branded in the name of the Artiste, his/her image, quotes, slangs and such other marks by which the Artiste is known.
13.2
The cost of the merchandise shall be deducted from the wallet of the User inclusive of such delivery fees as SPLITXCHANGE may charge depending on the delivery location.
14
CONTENT OWNERSHIP AND TERMS
14.1
The trademarks, service marks, logos, and product names displayed on or in connection with our Platform are the trademarks and service marks of SPLITXCHANGE.
14.2
SPLITXCHANGE owns and retains, solely and exclusively, all rights, title, and interest in and to our Platform, the look and feel, design and organization of our Platform, all SPLITXCHANGE Content, including all copyrights, moral rights, trademark rights, trade secrets, patent rights, database rights, and other intellectual property and proprietary rights therein.
14.3
Neither these Terms nor your use of our Platform grants you any license or permission under any copyright, trademark, or other intellectual property of SPLITXCHANGE or any third party, whether by implication or otherwise. These Terms do not grant you the right to use any of our trademarks, service marks, logos, product names, domain names, or other distinctive brand features in any way.
14.4
SPLITXCHANGE does not own the content (including but not limited to images, item descriptions, and artist descriptions) you provide to the Platform. However, when you give us content you grant us license so that we do not violate any rights you may have in the content.
14.5
We reserve all rights not expressly granted to you in these Terms.
14.6
Subject to these Terms, you may access and view Content within our Platform for your own personal, non-commercial use, in the context of your SPLITXCHANGE user experience, in accordance with the normal functionality and restrictions of our Platform.
14.7
Our feeds function on the Platform may enable you to post, embed or transmit some Content in a way that will be accessible to others on the Platform or in other locations online (such as other websites and social media services). You may use such functions in accordance with their normal functionality and restrictions, as permitted under these terms and our acceptable use policy. Each User is solely responsible for all Content that they provide on or through our Platform.
14.8
Except as expressly permitted by these Terms, you must not reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content in any way without express prior written permission from us or (as applicable) the appropriate third-party rights holder.
14.9
We do not endorse or make any representations or warranties of any kind with respect to any User Content and/or any statements, ideas, advice or opinions communicated on, though, or in connection with the Platform (whether online, offline, orally, in writing or otherwise) by any User and/or third party, whether with respect to accuracy, completeness, truthfulness, reliability or otherwise. You acknowledge that any use of or reliance on any Content and/or any such statements, ideas, advice or opinions is solely at your own risk.
14.10
You acknowledge that we have no obligation to review or screen any Content, and that by using our Platform, you may be exposed to Contents that is inaccurate, misleading, offensive or otherwise objectionable.
14.11
However, we may monitor and/or review any and all Content and/or communications transmitted on or through our Platform, to enforce or investigate potential violations of these Terms or our other policies or agreements with Users, to detect, prevent or otherwise address fraud, security or technical issues, or to otherwise administer, improve or operate our Platform and/or customer support, without notice or liability, at any time at our sole discretion. We also reserve the right to access, preserve and disclose any information if we believe it is reasonably necessary to: (i) respond to claims against us or comply with any law, regulation, legal process or governmental request; (ii) enforce or administer these Terms or our other policies or agreements with Users; (iii) conduct customer support, or detect, prevent or otherwise address fraud, security or technical issues; or (iv) protect or enforce the rights, property or safety of SPLITXCHANGE, you, or others.
14.12
We reserve the right to remove or refuse to display any User Content on our Platform, in whole or part, if we believe that such User Content may violate these Terms, the law or any third-party rights, or for any other reason, without notice or liability, at any time at our sole discretion.
14.13
You are solely responsible for ensuring that Content you post does not violate any law or regulation, or any right or intellectual property of any third party, including any copyright, moral right, trademark right, trade secret, patent right, privacy right, publicity right, or contractual right.
14.14
By submitting, posting, publishing or otherwise providing any User Content on or through our Platform, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right and license to use, host, store, process, reproduce, distribute, publish, adapt, modify, translate, create derivative works from, publicly perform, and publicly display Your User Content, in any and all media now known or later developed, for the purposes of operating, distributing, promoting, and improving our Platform, and developing new products. You represent and warrant that: (i) you own or otherwise control all of the rights to Your User Content; and (ii) the use of Your User Content does not violate these Terms and will not violate any right of, or cause injury to, any person or entity.
14.15
We shall not be liable or responsible for any User Content, or for any use of User Content by us in accordance with these Terms.
15
AML/KYC COMPLIANCE
SPLITXCHANGE maintains an internal anti-money laundering and know your customer compliance program (“AML/KYC Programme”). The AML/KYC Program is a risk-based programme aimed at detecting and reporting suspicious activity to combat money laundering and terrorist financing. Our AML/KYC Program may be updated from time-to-time, including the procedures that SPLITXCHANGE uses to verify your identity.
16
COPYRIGHT INFRINGEMENT
All rights reserved. No part of the Platform may be copied, reproduced, ripped, recorded, re-engineered, decompiled, disassembled, modified reproduced, distributed, or transmitted in any form or by any means either electronic or mechanical methods, without the prior written permission of the Company.
17
INDEMNITY
17.1
You shall indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
17.2
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate as fully as reasonably required by us in conducting such defense. In any case, you agree not to settle any such matter without our prior written consent. Your indemnification and defense obligations provided in these Terms will survive these Terms and your use of our Platform.
18
NOTICES
18.1
Except as explicitly stated otherwise, legal notices shall be served to the email address you provide to SPLITXCHANGE during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
19
MOBILE APPLICATIONS, OTHER WEBSITES AND SERVICES
19.1
Your use of our Platform is subject to these Terms and any applicable terms that we may post or notify you about.
19.2
We may update our Platform without notice, at any time at our sole discretion, and these Terms will apply to any updated versions. We however encourage you to check our Platform from time to time to ensure you are fully abreast of changes, updates on any of the services we provide.
19.3
Our Platform may include links and features that enable you to access other websites or services, and other websites or services may include links to our Platform.
19.4
Such links and features are for convenience only and do not constitute or imply any endorsement, warranty, or assumption of liability of any kind by us with respect to any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
19.5
You are solely responsible for, and assume risk arising out of, any use of or reliance on any such websites or services, or any information, materials, goods or services on or available from any such websites or services.
19.6
You acknowledge and agree that SPLITXCHANGE and its parties are not responsible and will not be liable for: (i) the accuracy or availability of any such websites or services; or (ii) any information, materials, goods or services on or available from any such websites or services.
19.7
You are solely responsible for reviewing any terms of use and/or privacy policies of any other websites or services to which we may link, and we assume no liability for the information contained therein.
20
LIABILITY
20.1
User is fully responsible and liable for use of the Platform.
20.2
You shall not hold SPLITXCHANGE responsible for other Users’ Content, actions or inactions, or any items they list. Under no circumstances shall SPLITXCHANGE be liable to you or any third party for any indirect, incidental, exemplary, punitive, special or consequential damages, any personal or bodily injury or emotional distress, or any loss of profits, revenue, business, data, use, goodwill or other intangible losses, arising out of or in connection with these terms, our services, the use or inability to use our services, any conduct, performance or non-performance (whether online or offline) or any other User or other third party.
20.3
SPLITXCHANGE does not guarantee continuous or secure access to our Platform. SPLITXCHANGE will use reasonable efforts to always make the Platform available BUT does not accept any responsibility whatsoever for unavailability of the Platform, or any difficulty or inability to download or access the Platform, or any other communication system failure which may result in the Platform being unavailable.
20.4
SPLITXCHANGE is not responsible for any support or maintenance regarding the Platform and may at its own discretion update, modify, or adapt the Platform and its functionalities from time to time to enhance the user experience. This may result in any downtime for which SPLITXCHANGE is not responsible.
20.5
SPLITXCHANGE has no control over the (mis)conduct of, or any (mis)information provided by a Lister or other Users and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee that a Split will obtain you a certain amount of revenue or any revenue at all. We do not endorse any artwork or Music Project, and we make no guarantee, express or implied, that any information provided through the Platform is accurate. User must make the final determination as to the value and appropriateness of acquiring a Split.
20.6
To the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Platform.
20.7
Nothing in these terms shall exclude or limit SPLITXCHANGE’s liability when it cannot be excluded or limited under applicable law, such as in the case of intent or gross fault by SPLITXCHANGE. If SPLITXCHANGE (nevertheless) is liable towards User, this will be limited to 10% of the payments made to/due to SPLITXCHANGE by User during the 6 months in which the liability causing event took place.
20.8
If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
20.9
The exclusions and limitations of liability provided herein, shall apply to all claims, whether based on warranty, contract, status, tort (including negligence), strict liability, or any other legal claim, whether or not any of the SPLITXCHANGE parties have been advised or should have known of the possibility of such damage or loss, and even if a remedy set forth in these terms is found to have failed of its essential purpose.
21
DISCLAIMER OF WARRANTIES AND GENERAL RELEASE
21.1
YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF OUR PLATFORM IS AT YOUR OWN RISK, AND THAT OUR SERVICES ARE PROVIDED TO YOU ON “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO OUR PRODUCTS, OFFERINGS AND SERVICES OR ANY CONTENT, INCLUDING ANY WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH SPLITXCHANGE AND OUR OFFICERS, OWNERS, DIRECTORS, CONSULTANTS, AGENTS, AND EMPLOYEES (COLLECTIVELY “SPLITXCHANGE PARTIES”) EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW. THE ARSPLIT PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT OUR SERVICES OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, ACCESSIBLE UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, COMPLETE, FREE OF ERRORS, SAFE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE USE OF OUR PLATFORM IN ANYWAY WILL GIVE RISE TO ANY SPECIFIC RESULTS.
21.2
No advice or information (whether oral or written) obtained from SPLITXCHANGE or through our Platform or any SPLITXCHANGE Content, will create any warranty by us not expressly stated in these Terms or in a separate written agreement between you and us.
21.3
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE THE SPLITXCHANGE PARTIES FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES, LIABILITIES, AND EXPENSES (INCLUDING LEGAL FEES), OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN CONNECT WITH: (I) ANY DISPUTES BETWEEN YOU AND ONE OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR PLATFORM, (II) ANY USER CONTENT OR CONDUCT, PERFORMANCE OR NON-PERFORMANCE (WHETHER ONLINE OR OFFLINE) OF ANY USER OR OTHER THIRD PARTY IN ANY WAY CONNECTED WITH OUR PLATFORM, INCLUDING ANY DEFAMATORY, MISLEADING, OFFENSIVE OR UNLAWFUL CONDUCT OR USER CONTENT, OR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR PLATFORM, YOUR ACCOUNT OR YOUR USER CONTENT AND/OR INFORMATION; (III) ANY ARTWORKS, MUSIC PROJECT OR OTHER PROPERTY EXHIBITED, LISTED, MARKETED, OFFERED FOR SALE, OR SOLD (WHETHER ONLINE OR OFFLINE) BY ANY OTHER USER OR OTHER THIRD PARTY, THROUGH OR IN ANY WAY CONNECTED WITH OUR SERVICES, OR (IV) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS (WHETHER IN PERSON, ONLINE OR OTHERWISE) BETWEEN YOU AND ONE OR MORE OTHER USERS OR OTHER THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OUR SERVICES. YOU EXPRESSLY WAIVE ANY BENEFITS OR PROTECTIONS, WHETHER STATUTORY OR OTHERWISE, THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF ENTERING INTO THIS RELEASE.
22
CHANGES TO OUR SERVICES
22.1
Our Services are updated frequently, we therefore encourage you to check our Platform from time to time to ensure you are fully abreast of changes, updates on any of the services we provide. and their form and functionality may change without notice.
22.2
We will not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to our Platform, including any loss of business or the ability to use any product or service.
23
GOVERNING LAW AND DISPUTE RESOLUTION
23.1
The governing law shall be the law of the Federal Republic of Nigeria without regards to principles of conflict of laws.
23.2
Where any dispute, controversy or claim arises from the use of the Platform, the parties to such dispute shall use their best efforts to amicably settle the dispute, controversy, or claim.
23.3
Any dispute which cannot be mutually resolved by the Parties shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act Cap. A18 LFN 2004, or any statutory re-enactment or modification thereof.
23.4
Either party may proceed to arbitration by issuing a notice of arbitration to the other party and the arbitration shall be determined by a single arbitrator to be appointed appointed by the Chairman of the Chartered Institute of Arbitrators UK (Nigeria Branch).
23.5
You agree that the language of the arbitration shall be the English Language and shall be held virtually unless otherwise agreed by parties. The host platform for the virtual arbitration shall be determined by the arbitrator.
23.6
Each party shall bear its own costs and shall bear the costs of the arbitration in equal parts.
23.7
You agree that any dispute resolution proceedings or claim shall be conducted only on an individual basis and not in a class, consolidated or representative action.
23.8
You further agree that SPLITXCHANGE shall not be joined as a party to a dispute with another User, parties may however, opt to submit a dispute between them for SPLITXCHANGE’s determination.
24
CHANGES TO THESE TERMS
24.1
We reserve the right to change these Terms, including the right to change, modify, add or remove any part of these Terms, without prior notice, at any time at our sole discretion.
24.2
Except as stated elsewhere, all amended terms shall automatically be effective on the date they are posted.
24.3
By continuing to use our Platform after any changes to these Terms become effective, you agree to such changes and the updated Terms.
24.4
You agree that we may notify you of any changes to these Terms by posting the updated Terms on our Platform, and you agree to review these Terms regularly and inform yourself of all applicable changes.
24.5
Changes to these Terms will not apply to any claim or dispute that arose before such changes became effective, all of which will remain subject to the version of these Terms in effect at the time that such claim or dispute arose.
24.6
We shall not be liable to you or any third party for any damages or losses of any kind resulting directly or indirectly from any changes made by us to these Terms, including any loss of business or the ability to use any product, service or Content.
25
MISCELLANEOUS
25.1
This Agreement, our data privacy policy and other applicable agreements with us and any other terms and conditions incorporated into these Terms by reference, sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
25.2
If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permitted, and these Terms will otherwise remain in full force and effect.
25.3
No delay or failure by us to exercise or enforce any right or provision of these Terms will be considered a waiver. No right or remedy under these Terms will be considered waived by us unless the waiver is in writing and signed by an SPLITXCHANGE representative who intends and is duly authorized to agree to the waiver on our behalf. No single or partial exercise by us of any right or remedy under these Terms will prevent us from exercising any other right or remedy.
25.4
Note that ownership of your account cannot be transferred to a third party.
25.5
There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.
25.6
You and SPLITXCHANGE are independent contractors under these Terms. No agency, partnership, joint venture, employment, sales representative, or franchise relationship is created or implied by these Terms or your use of our Platform.
25.7
Nothing in these Terms shall prevent us from complying with any applicable law or regulation.
25.8
There are no third-party beneficiaries to these Terms except as expressly provided in these Terms.
25.9
Nothing in these Terms shall prevent us from complying with any applicable law or regulation.
26
TERMINATION
26.1
Termination of these terms shall be by you deleting your profile and discontinuing use of our Services or by SPLITXCHANGE deleting your profile and discontinuing use of our Platform.
26.2
You may stop using our Platform at any time, subject to any other agreements between you and us.
26.3
Regardless of any other statement in these Terms, we reserve the right to terminate these Terms, to terminate your account (if you have an account), and/or to limit, terminate or suspend your access to or use of any or all of our services, at any time at our sole discretion, without notice or liability, for any reason or no reason, including if you violate the letter or spirit of these Terms, Service Terms, and other applicable agreements with us.
26.4
You agree that SPLITXCHANGE shall not be liable for any access, use, modification, suspension or discontinuance of the Services, or any portion thereof.
26.5
These terms as it relates to: (Content Ownership and Terms), (Liability) (Indemnity), (Disclaimer of Warranties and General Release), (Governing Law, and Dispute Resolution), (Changes to These Terms) (Copyright Infringement) survives any termination of these terms.