Website Terms and Conditions

This website is owned and operated by ANote SA (ANote). Your access to and use of this website is subject to these terms and conditions, any customer agreement agreed between us, and any notices, disclaimers or other terms and conditions or other statements contained on this website (referred to collectively as “terms and conditions”). By using this website, you agree to be subject to the terms and conditions.

Responsibility of visitors

The information on this website is not directed at residents of any country (and is not intended for distribution to, or use by, any person in such country or jurisdiction) where such distribution or use would be contrary to local law or regulation. It is the responsibility of visitors to this website to ascertain the terms of and comply with any local law or regulation to which they are subject.

Products and services

ANote offers an online web-based proprietary trading platform (the Platform) for transferring and/or trading Royalty Interests. Through the Platform, ANote provides brokerage services (auction) and management services with respect to music Royalty Interests.

Third party offers

Not all products and services referred to on this website are necessarily provided by us. The identification or use of any third-party products, services, websites or networks is not an endorsement of such products, services or websites or networks. This website may allow you to access websites and networks provided by persons other than us via a hypertext or other link. We accept no responsibility or liability of any kind in respect of any materials on any website or network that is not under our direct control. You acknowledge that your access to such other websites or networks via such a link may require us to provide certain information about you to the proprietor of that website or network. Nothing in this website is intended to be nor should it be understood by you as being any activity regulated by the competent national authority including, without limitation, investment advice, administering a specified benchmark, making arrangements with a view to transactions in investments and/or dealing in investments as agent from or by us.

This website may contain references to other special offers or promotions by persons who are not part of ANote and/or its affiliated companies. Subject to any applicable law that cannot be excluded, we make no warranties or representations regarding the quality, accuracy, merchantability or fitness for purpose of the goods or services available from these persons. Your obtaining of goods or services from these persons is at your own risk. You indemnify each member of our group of companies against all liability, loss, damage, cost and expense arising from or relating to your obtaining goods or services from a third party referred to on this website.

Dealing

This website contains public and customer areas. The customer area is accessible to customers who have opened an account and contains the Platform. By accessing the customer area, users acknowledge to have read and understood the Platform’s General Terms and Conditions, accessible in the profile section of the Platform.

The Platform allows you to open and close positions in Music Royalty Interests with us and gives you access to account information including your open positions as well as other features. You can open or close a position on the entry screen by hitting the relevant button. A confirmation will appear on screen and the new position should be reflected in your account information.

Market data

With respect to any market data or other information that we or any third party service provider display on the Website, (a) such data is indicative only and we and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect; (b) we and any such provider are not responsible or liable for any actions that you take, may take or do not take based on such data or information; and (c) such data or information is proprietary to us and/or any such provider and you are not permitted to retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as may be required by any law or regulation.

Privacy

We will comply with obligations imposed on us by applicable data protection legislation, including the General Data Protection Regulation. We shall use personal information provided by you in accordance with our privacy policy and any customer agreements entered into between us, only for the purpose of our relationship. You can use our built-in contact forms to exercise your right to modify or delete your data known by us within the legal limitations.

On our website and platforms, we may use cookies or other technology, issued by us or trusted third parties such as Facebook or Google, to provide additional services (better marketing content). By using our software, you accept their use.

You may use a cookie blocker to prevent our use of such, as they are not required for our core services.

Please refer to our Privacy Notice and Access Policy for more details.

Confidentiality

Upon your opening an account with us we shall provide you with an account number and you will choose a password. It is your obligation to keep these details confidential and you should not disclose them to anyone else. You acknowledge and agree that any instruction or communication transmitted by you or on your behalf via our website is made at your own risk. You authorise us to rely and act on, and treat as fully authorised and binding upon you, any instruction given to us that we believe to have been given by you or on your behalf by any agent or intermediary whom we believe in good faith to have been duly authorised by you. You acknowledge and agree that we shall be entitled to rely upon your account number and/or password to identify you and you agree that you will not disclose this information to anyone not duly authorised by you.

Disclaimer and limitation of liability

We do not make investment recommendations or provide legal, tax, or financial advice. No communication with or from us should be considered a recommendation of any investment opportunity and there can be no assurance that any investment valuation is accurate or that any Royalty Interests are suitable for you or that any Royalty Interests will provide a fixed and/or minimum returns or value.

You acknowledge that conducting transactions in Royalty Interests is a speculative activity involving a high degree of risk, arising from the fluctuating value of the underlying intellectual property rights. You represent that you are willing and able to assume these risks. You also agree to hold us harmless against any costs, expenses, losses, claims, liabilities or damages that result from your transactions in Royalty Interests.

We do not guarantee the accuracy, timeliness, or completeness of any information on the Platform. You agree and acknowledge that you have the sole responsibility to examine all information concerning the investment opportunities on the Platform, and any decisions based upon such information are your sole responsibility. You acknowledge that we are a third-party intermediary and that all Platform listings and the information presented therein are the counterparty’s sole responsibility. You further agree that you will make an independent evaluation of the investment opportunities and acknowledge that ANote has not made any statements or representations concerning the present or future value of the opportunities. The Platform shall not be deemed to create any duty, fiduciary or otherwise, to you through your use of the Platform and the Platform.

To the maximum extent permitted by law, we will not be liable in any way for any loss or damage suffered by you through use of or access to this website, or our failure to provide this website. Our liability for negligence, breach of contract or contravention of any law as a result of our failure to provide this website or any part of it, or for any problems with this website, which cannot be lawfully excluded, is limited, at our option and to the maximum extent permitted by law, to resupplying this website or any part of it to you, or to paying for the resupply of this website or any part of it to you.

You should always remember that our services and our platform is based on Blockchain technology where the account number and password are vital to accessing your transactions and your data. By using our website and our platform you agree that we shall not be held liable for any loss or damage that may be caused by loss of theft of your account number and/or password.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THIS SITE, ANY PRODUCTS AND/OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. ANOTE EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. ANOTE ALSO MAKES NO WARRANTY REGARDING NON INTERRUPTION OF USE OR FREEDOM FROM BUGS AND MAKES NO WARRANTY THAT THIS SITE, ANY PRODUCTS AND/OR SERVICES WILL BE ERROR-FREE.

Intellectual Property

All intellectual property rights including without limitation patents, copyrights, database rights and trade marks (Intellectual Property) in the content of this website belongs to us or a third party including our licensors. This content may include names, terms and/or data which may or may not be identified with a symbol identifying it as a name, term or item in which copyright is claimed or a registered trademark is held. The lack of any such symbol should not, under any circumstances, be understood as meaning that the name, term or data is not the Intellectual Property of either ourselves or a third party.

Unless expressly stated, any third party Intellectual Property used by us in the content of our website should not be interpreted as meaning that the third party owner sponsors, endorses or is in any way affiliated with us or with our business, nor that they make any representation regarding the advisability of purchasing and/or transacting.

Except where necessary in order to view the information on this website on your browser, or as permitted under governing law or these terms and conditions, no information or content on this website may be reproduced, adapted, uploaded to a third party, linked to, framed, performed in public, distributed or transmitted in any form by any process without our specific written consent.

Termination

We have the right to terminate your use of this website if we determine in our sole discretion. This includes without limitation our right to terminate your use for any reason, for no reason and/or for breach of any laws, regulations, statute, legal ordinance as well as these terms and conditions.

Immediately upon termination of these terms and conditions, regardless of the reason for termination, you shall cease using any and all services and/or documentation developed and created by ANote as well as any confidential information and must stop using any Intellectual Property of ANote with immediate effect.

Any termination of this Agreement shall be without prejudice of any accrued rights and liabilities hereunder.

Severability

If the whole or any part of a provision of these terms and conditions is void, unenforceable or illegal in a jurisdiction then that provision or, if permissible, the relevant part of it, will be severed in respect of that jurisdiction. The remainder of these terms and conditions will have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause will have no effect if the severance alters the basic nature of the terms and conditions or is contrary to public policy.

Amendment

Whilst we have made every effort to ensure the accuracy of the information on this website, the information given on the website is subject to change, often without notice. Accordingly, these terms and conditions can be modified at any time by us and you agree to continue to be bound by these terms and conditions as modified. We will give you notice of these changes by publishing revised terms and conditions on this website. We will not separately notify you of these changes. Your continued access of our website and/or platform serves as consent to such changes.

Assignment

You shall not assign, delegate or subcontract any rights or obligations set out in these terms and conditions and/or arising from or related to your use of this site or our platform and/or any part thereof to any third party whatsoever, without the prior written consent of ANote.

Nothing shall prevent the assignment by ANote of its rights or obligations set out in these terms and conditions and/or arising from or related to your use of this site or our platform and/or any part thereof to any third party.

Force Majeure

In the event we are prevented from providing our services and/or performing any of our obligations by a Force Majeure Event, we shall not be liable for such failure to provide and/or non-performance of such obligations and for all consequences caused by and resulting from such Force Majeure Event. Such a suspension of the performance of the obligations shall be limited to the period of time during which the effects of the Force Majeure Event continue. We undertake to use their best efforts in order to minimize the consequences relating to such Force Majeure Event and especially in respect to the delays incurred.

Upon the occurrence of a Force Majeure Event, we agree to notify all affected customers as soon as is reasonably possible. You agree to receive such notification via registered email and/or by placing a notice on this site.

Notices

We may send notices to the email address provided to us by you. It is your responsibility to ensure that you notify us of any change to your email address. Any notice sent by us to your email address shall be deemed to have been delivered at the time of sending.

Taxes and Income Reporting Obligations

You shall remain responsible for preparing, filing and/or submitting any documents and/or materials to any relevant tax authority on your behalf. ANote shall not be held responsible if you fail to prepare, file and/or submit the necessary documents and/or materials to the relevant tax authority for your jurisdiction(s).

ANote shall only provide a statement of transactions concluded by you through our platform. The aforementioned statement of transactions shall be in a standard format and made available within your account pages on our platform.

ANote Code of Business Conduct

We endeavour to provide our services in accordance with our Code of Business Conduct. You agree that your use of this site, our platform and our services shall comply with our Code of Business Conduct.

Governing Law

These terms and conditions are governed by the law in force in the Grand-Duchy of Luxembourg, and the parties irrevocably submit to the non-exclusive jurisdiction of the competent courts of the Grand-Duchy of Luxembourg for determination of any dispute concerning the terms and conditions