Opus Investor Terms and conditions
1. Introduction
Congratulations, as an Opus Investor you belong to a select club of Investors that may, from time to time and at MasterExchange’s sole discretion, be given the possibility to subscribe for more Royalty Shares than what is otherwise available to the public during an Initial Music Offering.
These Opus Terms and Conditions apply for your (“Opus Investor”) use of the Platform and the Services provided by MasterExchange and constitute, together with the General Terms and Conditions, the agreement between you and MasterExchange.
All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the General Terms and Conditions.
In the event of conflict or inconsistency between the terms and provisions of these Opus Terms and Conditions and the General Terms and Conditions, the terms and conditions set forth in these Opus Terms and Conditions shall prevail.
By accepting these terms, you hereby acknowledge and agree to abide by the following terms and conditions that apply to Opus Investors:
2. Definitions
“General Terms and Conditions” means the terms and conditions that can be found here
“Initial Music Offering” means the offering of Royalty Shares to Investors subject to the terms of the White Paper and Purchase Agreement
“Investor” means any individual or legal entity who has been granted access to the Platform by MasterExchange and holds an account subject to the general Terms and Conditions of the Platform
“Purchase Agreement” means the agreement between an Investor and the Master Royalty Recipient, which is entered into upon an acquisition of Royalty Share(s) and, for the benefit of doubt, includes the agreement referred to as “Purchase Agreement” and the appending “Investor License Agreement”
“Secondary Trading” means the Platform trading space where Royalty Shares are regularly traded by and between Investors, after the Initial Music Offering has been completed
“White Paper” means the document describing the terms and conditions of the Initial Music Offering that are offered to investors upon purchase of Royalty Share(s) during an Initial Music Offering
3. Opus Investor benefits
MasterExchange shall, in connection with an Initial Music Offering, contact Opus Investors to offer the opportunity, on a first-come, first-served basis, to subscribe for more Royalty Shares than what is otherwise available to the public during an Initial Music Offering.
In the event that an Opus Investor is offered and confirmed by MasterExchange to subscribe for more Royalty Shares during an Initial Music Offering than what is otherwise available to the public (the “Active Opus Investor”), the following terms and conditions shall apply to the Active Opus Investor as part of their Active Opus Investor commitments.
During an Initial Music Offering, Active Opus Investors can subscribe and purchase a higher allocation of Royalty Shares than what is otherwise available to other Investors (including Opus Investors that were not selected). The maximum subscription allocation shall be determined by MasterExchange and communicated to the Active Opus Investors.
The Active Opus Investor acknowledges and agrees that there is no guarantee that the Active Opus Investor will receive the maximum possible allocation of Royalty Shares. However, the Active Opus Investor shall always be guaranteed a minimum allocation that exceeds the maximum allocation otherwise offered to Investors during the Initial Music Offering. The minimum allocation shall also be determined by the sole discretion of MasterExchange and communicated to the Active Opus Investor.
The Active Opus Investor shall deposit the maximum EUR investment commitment to the Active Opus Investor’s account on the Platform and either (i) place a subscription order during the Initial Music Offering for the maximum possible allocation of Royalty Shares or (ii) have MasterExchange place such order on behalf of the Active Opus Investor. Upon placing such a subscription order, the maximum investment commitment will be reserved for the remaining duration of the Initial Music Offering.
Upon allocation of Royalty Shares, the corresponding investment amount will be debited from the Active Opus Investor’s investment commitment, and, if applicable, any remaining EUR balance will be converted into a Limit Order to buy Royalty Shares on Secondary Trading. The Limit Order shall be placed at a price equal to the cost at which the Royalty Shares were offered during the Initial Music Offering. The Active Opus Investor can cancel the Limit Order whenever they see fit.
The Active Opus Investor hereby acknowledges and agrees that the Active Opus Investor shall, under no circumstances and at any given point in time during Secondary Trading, offer Royalty Shares, via Limit Orders, that exceed five percent (5%) of the total amount of Royalty Shares issued by the corresponding Master Royalty Recipient. The Active Opus Investor acknowledges that this restriction is in place to ensure the stability and integrity of the Platform and to prevent any single Investor from exerting undue influence on the Secondary Trading market.
Notwithstanding the above, the Active Opus Investor may always accept offers that are made via the “Make Offer” function on Royalty Shares that belong to the Active Opus Investor, regardless of the amount of offers made.
In the event that an Opus Investor is not verified as an Active Opus Investor, the Opus Investor may still participate in the Initial Music Offering, however subject to the general Investor rules as per the corresponding White Paper of the Initial Music Offering
4. Contact information
If you have any questions about these Terms and Conditions or any other queries, please contact MasterExchange at contact@masterexchange.com, or:
MasterExchange AB
Box 107
182 05 Djursholm
Sweden