About the platform
The Platform is a marketplace for investing and trading in Royalty Shares. As a User you will be able to invest in unique Royalty Shares of a specific Song. Each individual Royalty Share is represented by unique artwork and holders of Royalty Shares, will be entitled to Royalty Payments, if any, attributable to the relevant Royalty Shares’ portion of the Song that the Royalty Shares represent. More information about MasterExchange and the Platform is available in the FAQ section of our website masterexchange.com.
Initial music offering
When new Royalty Shares are about to be issued on the Platform, MasterExchange conducts a due diligence of the Song and the Master Royalty Recipient offering the Royalty Shares. The Master Royalty Recipient decides on the total amount and the price to be set at the initial music offering of the Royalty Shares at the Platform.
Before you place an order in connection with an initial music offering of Royalty Shares on the Platform, you should always read and make sure to understand the Purchase Agreement, the Investor License Agreement and the white paper pertaining to the Royalty Shares in order to make an informed investment decision.
If a minimum subscription is applied on the initial music offering, and the minimum subscription is not met within the subscription period, the initial music offering may be void and the Royalty Shares nullified and removed from the Platform. In such a case, the Users will be refunded for their investment in the Royalty Shares in that initial music offering.
In the initial music offering, MasterExchange facilitates transactions between the Master Royalty Recipient and Users, but MasterExchange is not a party to any agreement between the Master Royalty Recipient and purchasers of Royalty Shares.
Trading on the Platform may be done in two different ways. You may either (i) place your orders to buy or sell Royalty Shares of a particular Song on the market, via a "Best Price Order” or “Limit Order", or (ii) make a direct offer to buy one or several specifically identified Royalty Shares directly from the holders of such Royalty Shares, via the "Make Offer" function.
As each Royalty Share contains unique artwork, some Users may want to collect specific Royalty Shares of a certain Song. For such purposes, you can simply locate the Royalty Share(s) you want to purchase and make a bid to the holder(s) of those Royalty Share(s), regardless of whether those particular Royalty Shares have been offered on the market or not. The holders of those Royalty Shares will be able to accept or reject your offer or make a counteroffer.
If you are not interested in any specific Royalty Shares and just want to invest in whatever Royalty Share of a Song that is currently available, you may simply put a Best Price Order or Limit Order to buy any Royalty Share of a particular Song that is available on the Platform at the time. And vice versa if you want to sell your Royalty Share on the Platform.
You acknowledge and agree that the contract to buy and sell Royalty Shares is made solely between the buyer and seller and MasterExchange is not part of that contract.
Order depth and information on price, volume, time, and type of transactions executed are available on the Platform.
Royalty Shares are not covered by the requirements of the Market Abuse Regulation or any similar laws on market abuse. However, in order to ensure the orderly trading on the Platform, MasterExchange has implemented measures and procedures in order to detect and prevent market abuse on the Platform.
If you obtain Inside Information, you must immediately contact MasterExchange at firstname.lastname@example.org and inform MasterExchange of the nature of such Inside Information. You are not allowed to acquire or dispose of Royalty Shares relating to which you have Inside Information, neither directly nor indirectly and neither for your own account nor for the account of a third party.
You may not recommend, on the basis of Inside Information, that another person acquires, disposes, cancels an order, or amends an order regarding Royalty Shares to which that Inside Information relates to, and you may not disclose Inside Information to anyone except MasterExchange.
You may not place or execute orders that give, or are likely to give, false or misleading signals as to the supply of, demand for, or price of, a Royalty Share; or place or execute orders that set, or are likely to set, the price of one or several Royalty Shares at an abnormal or artificial level. Notwithstanding the aforementioned, it should be noted that buyers are free to negotiate the price for one or more Royalty Shares with a seller directly through the Make Offer function, even where the price for such offer deviates from the price for Royalty Shares of the same Song in connection with Best Price Orders/Limit Orders.
If you fail to comply with the above-mentioned market abuse requirements, MasterExchange, in its sole and absolute discretion, may suspend you from, or restrict your use of the Services and/or access to the Platform with immediate effect, including, but not limited to, canceling and/or terminating orders placed and/or executed, and terminating the Agreement and User account.
In order to combat market abuse, money laundering or other illegal or unauthorized activity, MasterExchange may request additional information from you, for example in conjunction with a deposit or withdrawal of funds. Such request may include, but is not limited to, information about:
- proof of age and identity, for example a passport copy, driver’s license or other official identification card;
- proof of address, for example an extract from an official authority confirming your registered address or a utility bill;
- copy of credit or debit card; and/or
- source of wealth and/or source of funds.
If a User fails to comply with a request to provide additional information, MasterExchange may suspend, restrict, or terminate the User account.
You are responsible for the information you provide to MasterExchange.
Communication and login
The communication between you and MasterExchange can take place directly on the Platform. MasterExchange may also communicate through direct messages via e-mail or other communication. All communication will be in English or Swedish.
You should keep your password confidential at all times. If you believe that the confidentiality of your password has been compromised in any way, you should contact MasterExchange as soon as possible to avoid abuse of your account.