CopyForward (“Service” or “Services”) enables users to enter and manage assets (each an “Asset”) in their own private portfolio, publish an Asset for sale via third party services, websites, and applications, and record the transfer of or sell an Asset that can bear permanent royalties each time that Asset is re-sold.
This Agreement contains an arbitration agreement and a class action waiver. This means that you and Company agree to submit any dispute to binding arbitration rather than proceeding in court, with the exception of certain specified intellectual property claims and small claims noted below. Unless you opt out of the arbitration agreement (as set forth in Section 5.8(d) below), you will be permitted to pursue claims or seek relief against spin only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding.
By accessing using the Services, you agree to all the following terms.
1.2 These Terms apply to all transfers and transactions involving Assets bearing permanent royalties through our Services. Once you reach an agreement to sell or purchase an Asset, you agree, to use our Terms and Conditions (as provided by us to you when an Asset is transferred) as the governing document for that sale/purchase/transfer, although we are not parties to any such sales transaction or transfer.
1.3 We may revise and update these Terms from time to time, in our sole discretion, by posting the updated Terms via our Services. All changes are effective immediately when posted and apply to all access to and use of the Services, except that any changes to the applicable dispute resolution provisions will not apply to any disputes for which the parties have received actual notice on or before the date the change is posted. You are responsible for reviewing the Terms on an ongoing basis to determine if you accept changes to the Terms. If any change is unacceptable, you should stop using the Services. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. No other modification of these Terms will be binding unless signed by the Company.
Company’s Rights and Obligations
2.1 We reserve the right to withdraw or amend the Services, and any service or material we provide in connection with the Services, in our sole discretion without notice. We will not be liable if the Services are unavailable at any time or for any period. From time to time, we may restrict access to the Services.
(a) We reserve the right to disable any username, password, or other account signifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
(b) We reserve the right to remove or refuse to post any user material for any reason, and to take appropriate legal action for any illegal or unauthorized use of the Services.
(c) We do not intend to review all material before it is posted through our Services, and we cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we are not responsible or liable to any third party for the content or accuracy of any content posted by you or any other user.
(d) When a buyer or seller issue arises, we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with enforcement in an effort to do the right thing for both buyers and sellers. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our Services to anyone, or to terminate our agreements with anyone, for any reason, at our discretion.
2.3 At our discretion, the Services may feature product data (including images, videos, sound files, descriptions, specifications, or any other product data) that are provided by other users or by third parties. You may use that content solely for your own use of the Services. We may modify or revoke that permission at any time in our sole discretion. The product data may include copyrighted, trademarked, and other proprietary materials. You may not remove any copyright, proprietary, or identification markings in the product data or create any derivative works based on that data (other than by including the data in your listings).
Your Rights and Obligations
3.1 To access our Services and the resources we offer you must provide certain registration details and other information. You are responsible for ensuring that information is correct, current, and complete and that it remains so while you use the Services.
3.2 Your account is personal to you and your authorized agents, and you agree not to provide any other person besides your authorized agents with access to the Services using your username, password, or other security information. You must notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security. You are fully responsible for all activities that occur under your account and you are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by your failure to keep your account data confidential, whether such failure occurs with or without your knowledge or consent.
3.3 If you are selling or transferring an Asset, you agree to sell or transfer your Asset where transfer of ownership to you was recorded via our Services only to a subsequent buyer or owner (“Buyer”) who agrees to these Terms and who has executed an instance of the Terms and Conditions (“Terms and Conditions”) with you. The Terms and Conditions between you and the Buyer must specify the following details, among other things:
(a) “Purchase Price” constitutes the amount paid by the Buyer for the Asset, as agreed by you and the Buyer in the Terms and Conditions. The Purchase Price does not include any sales, use, or excise taxes required to be paid for the sale or transfer of the Asset or any other fees such as royalties, auction, hosting or listing fees that may be imposed on the transfer by a third party.
(b) “Prior Owners” are parties who prior to the transaction have previously entered into the Terms and Conditions as a buyer for the Asset.
(c) “Third-Party Beneficiaries” collectively include Prior Owners, the Service, and any other third parties designated in the Terms and Conditions to receive Royalties or a payment upon the sale of the Asset.
(d) “Royalties to First Owner” constitutes the royalty percentage paid to the original title holder of an Asset within the CopyForward chain of title. Royalties can be expressed either as a percentage of the Purchase Price or the difference between the original “basis” cost of the Asset for the Seller and the amount the Asset is being sold to Buyer (“Appreciated Amount”).
(e) “Royalties to Third-Party Beneficiaries” constitutes the royalty percentages paid to designated Third-Party Beneficiaries of the Asset within the CopyForward chain of title, excluding the First Owner and you in the immediate transaction. “Royalties to Third-Party Beneficiaries” is likewise expressed as a percentage of the Purchase Price or the Appreciated Amount and will be divided the Third-Party Beneficiaries as specified.
(f) “Royalties to Service” constitutes the royalty percentage to be paid to the Company on that immediate transaction, expressed as a percentage of the Purchase Price.
(g) In addition, the Terms and Conditions may include additional terms and conditions applicable to certain selections available through the Service or that are otherwise agreed to between the Seller and the Buyer.
3.4 You will require that the Buyer first satisfies the applicable royalty payments specified in the Terms and Conditions; the Purchase Price will then be remitted by the Buyer to the Third-Party Beneficiaries (if included). Such payments will be made independently of our Services unless we and the Buyer have agreed to a different arrangement or where we have agreed to provide payments through the Service.
3.5 If you are the Buyer of an Asset, you agree that you are responsible for making all required Service Payments promptly upon execution of the Terms and Conditions. You will first satisfy the applicable royalty payments specified in the Terms and Conditions; the Purchase Price will then be remitted by you to the Third-Party Beneficiaries, independently of our Services, unless the Company and you have agreed to a different arrangement or where the Company has agreed to provide payments through the Service. We will provide you with the information for making such Service Payments through the Service. You may not set-off or withhold any amounts that you owe regardless of the reason. If you cannot make a required Service Payment (for example, if a Third-Party Beneficiary cannot be located or there is a dispute on who should receive the Service Payment), you shall promptly notify the Company and work in good faith with the Company to resolve the issue in accordance with these Terms. Your payment of the applicable royalty rate to the Company, as detailed in Section 3.3, is subject to the following conditions:
(a) You are liable for Service Payments arising out of all transfers or sales made using some or all of our Services, even if sales terms are finalized or payment is made outside of our Services.
(b) You must have applicable information on file with us to enable payments to be made and when recording transfers through the Service. You will pay all applicable royalties associated with our Services by the payment due date. If your information is incorrect or your account is past due, we may collect amounts owed by other means, and may retain collection agencies and legal counsel, suspend or limit Services, and/or impose late fees.
(c) In any jurisdiction where we have an obligation to collect sales taxes on transactions you make using our Services, we may collect such sales taxes from you via the payment method on file or via any other means available to us.
3.6 Once you have reached a purchase agreement for a particular Asset, either as a seller or a buyer, you acknowledge that both parties have the competent and legal capacity to enter such an agreement, that the Asset is being lawfully purchased and sold, that mutuality of obligation has been established, and that good and fair consideration will be exchanged.
3.7 You represent and warrant that you own or control rights in any Asset that you enter into the Services, with clear title and full ownership of the Asset, free and clear of any and all liens and encumbrances, that you have the full right and authority to transfer and convey the title to the Asset to Buyer under this Agreement. that any such Asset do not infringe on any intellectual property rights of any third party, that the Asset are authentic, and that all of your Assets comply with these Terms. If you are the Seller, you agree to indemnify the Buyer for any loss, damages or actions arising from a breach of said warranty without limitation. Any content you add to the Service in your portfolio will be considered private and confidential and only you and your authorized agents will have access to your portfolio and be able to view your portfolio. No information or Asset will be shared or disclosed from your portfolio in the Services unless you push an Asset to a listing, exchange, marketplace, or transaction service such as EBay, Facebook, Instagram, etc.
3.8 You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
(a) In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
(b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
(c) To send, knowingly receive, upload, download, use, or re-use any material that does not comply with our applicable content standards and all U.S. and international law;
(d) To promote, sell, transfer, or otherwise represent any Asset that is not authentic or that is deceptive or fraudulent in any way;
(e) To deceive any other user of the Services in any way;
(f) To conduct any false, deceptive, or manipulative transfers of an Asset, or to “game” our Service in any way;
(g) To make any attempt to conduct a transfer or transaction in a way that denies Prior Owners royalties due to them or any royalties or fees due to us;
(h) To make copies of screen shots of our Service for any competitive purposes of any kind;
(i) To transmit, or procure the sending of, any advertising or promotional material;
(j) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
(k) To post off-topic information or messages;
(l) To upload anything that exploits children or minors or that depicts cruelty to animals;
(m) To upload any personal information that you do not have authority or permission to upload;
(n) To use any robot, spider, scraper or other automated means to access the Services;
(o) To take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
(p) To use our Services if you are not able to form legally binding contracts or if you are temporarily or indefinitely suspended from doing so; or
(q) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.
3.9 Without limiting the foregoing, user content must not:
(a) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
(b) Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender orientation, or age;
(c) Infringe any patent, trademark, service mark, trade secret, copyright, or other intellectual property or other rights of any other person;
(d) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms;
(e) Be likely to deceive any person;
(f) Promote any illegal activity, or advocate, promote, or assist any unlawful act;
(g) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
(h) Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
(i) Involve commercial activities such as contests, sweepstakes, and other sales promotions, barter, or advertising; or
(j) Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
3.10 You may link to our Service, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. Additionally, framing pages or parts of pages and deep linking to pages are prohibited. We may provide certain social media features that enable you to: (a) link from your own or certain third-party websites to certain content; (b) send e-mails or other communications with certain content, or links to certain content; or (c) cause limited portions of content to be displayed or appear to be displayed on your own or certain third-party websites. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
3.11 The Service is not intended for use by anyone under the age of 13 without the prior consent and ongoing supervision of a parent or guardian. By using the Service, you represent and warrant to us that you meet the age requirement. We will not knowingly collect personally identifiable information from visitors under the age of 13 and will take prompt steps to delete any such personally identifiable information if notified that any has been inadvertently collected.
Intellectual Property Rights
4.1 The Service and all content, features, and functionality (including but not limited to all information, software, agreements, legal concepts and processes, text, displays, images, video, and audio, as well as the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international intellectual property or proprietary rights laws.
4.2 These Terms permit you to use the Services for your personal use only. You must not reproduce, reverse engineer, distribute, modify, create derivative works of, publicly display, publicly perform, republish, emulate, download, store, or transmit any of the material or functionality of the Services, except as follows:
(a) If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use, provided that you agree to be bound by these same Terms in connection with your use of such applications.
(b) Your computer or smartphone may temporarily store copies of such materials in memory incidental to your accessing and viewing those materials.
4.3 The Company name, the term COPYFORWARD, the Company logo, and all related names, logos, product and service names, designs, and slogans (such as “your assets, your rewards forever”) are trademarks and service marks (collectively, “Marks”) of the Company or its affiliates or licensors. You must not Marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans featured in connection with the Services are the trademarks or service marks of their respective owners.
4.4 At the Company’s request or at any other time, you may provide us with an evaluation of or feedback regarding the Services, including but not limited to a report of any errors which you have discovered in the Services or related documentation. Such reports, and any other materials information, ideas, concepts, feedback, and know-how provided by you to us concerning the Services (“Evaluations”) is the property of the Company. By using the Service and agreeing to these Terms, you assign all right, title, and interest worldwide in the Evaluations and the related intellectual property rights to the Company and agree to assist the Company, at the Company’s expense, in perfecting and enforcing such rights.
We respect the intellectual property rights of others and we ask you to do the same. We may, in appropriate circumstances and at our discretion, terminate service and/or access to the Services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and appears through our Services, please use the form at www.copyforward.io/copyright-infringement to provide the Company with the following information:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
(b) Identification of the copyrighted work(s) claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;
(c) Identification and location of the content that contains the alleged infringing language or imagery that you are requesting be removed or to which you are requesting access be limited or disabled or to which access is to be disabled;
(d) Information reasonably sufficient to permit us to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and that you will indemnify Company from any claims or damages arising from any claim of infringement made pursuant hereto.
(g) Company’s agent for notice of claims of copyright, trademark, or service mark infringement via our Services can be reached as follows:
Bell, Davis & Pitt, P.A. [or other designated agent]
100 N. Cherry Street, Suite 600
Winston-Salem, NC 27101
ATTN: CopyForward Copyright Agent
By e-mail: email@example.com
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
5.1 These Terms comprise the entire agreement between us and you regarding the use of the Services and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral.
5.2 These Terms prevail over any general terms or conditions submitted with any transfer or transaction between you and a third-party buyer or seller. Provision of the Services to you does not constitute acceptance of any of your separate terms or conditions and does not serve to modify or amend these Terms.
5.3 Although we provide certain services of particular interest to international sellers and buyers, the Company’s operations are based in the United States, and we provide the Services for use primarily by persons located in the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws, and Company makes no representations or warranties with respect to the use of the Services outside the United States of America and specifically disclaims any warranties or liability for use of the Services outside the United States of America.
5.4 Your use of the Service, its content, and any products or services or items obtained through the Service is at your own risk. The Service, its content, and any products or services or items obtained in connection with the Service are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied. To the fullest extent provided by law, the Company hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise related to the Service or to any Asset you may include in the Service or buy through the Service, including but not limited to any warranties of merchantability, non-infringement, or fitness for particular purpose.
5.5 To the fullest extent provided by law, in no event will the Company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Service or any content or related to the Assets, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, loss of revenue or profits, loss of business or anticipated savings, loss of goodwill, or loss of data, whether caused by tort, breach of contract, or otherwise, even if foreseeable, or related to any transaction or purchase or sale of an Asset. Furthermore, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this Section to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this Section.
5.6 You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, any use of the Service’s content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained in connection with the Service.
5.7 Regardless of the foregoing Sections, if we are found to be liable for any referenced damages, our liability to you or to any third party is limited to the amount of fees in dispute not to exceed the total fees you paid to us in the 12 months prior to the action giving rise to the liability.
5.8 The parties agree that any dispute arising out of or related to this Agreement shall first be discussed between the parties’ respective general managers, presidents, or senior management and, if such discussions do not resolve the dispute, then the parties shall submit the dispute to a single third-party mediator based in Forsyth County, North Carolina, who shall have been mutually agreed upon by the parties. If mediation does not resolve the dispute, we may choose to require you to submit any disputes arising from these Terms or use of the Service to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying North Carolina law, without regard to principles of conflict of laws. This Section is also subject to the following conditions:
(a) Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
(b) You agree that you may bring claims against us only on an individual basis and not as a plaintiff or class member in any purported class, or representative or private attorney general action or proceeding. Unless both you and we agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, class, or private attorney general action or proceeding.
(c) If an arbitrator or court determines that any part of this Section is invalid or unenforceable, the other parts of this Section will still apply.
(d) If you are a new user of our Services, you may choose to reject this Section by mailing us a written Opt-Out Notice, as incorporated by reference herein, which must be emailed no later than 30 days after the date you accept these Terms for the first time. You must email the Opt-Out Notice to us at firstname.lastname@example.org.
(e) All claims or disputes that are not subject to this Section for any reason will be resolved exclusively by a state or federal court located in Forsyth County, North Carolina, and you agree to submit to the personal jurisdiction of the courts located in Forsyth County, North Carolina for the purposes of litigating all such claims, disputes, or other matters. You further agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of North Carolina, without regard to principles of conflict of laws, will govern this agreement and any claim or dispute that has arisen or may arise between you and us.
5.9 No waiver by the Company of any term or condition set out in these Terms constitutes a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms does not constitute a waiver of such right or provision.
5.10 If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.