Royalty Rights Token Accounting Agreement
Last update 29.06.2024
Coda Digital LLC (“Coda Digital,” “we,” “us,” “our”) operates the Coda platform facilitating the management and distribution of royalties in the form of Royalty Rights Tokens (“Assets”). This agreement, along with our Terms of Use and Privacy Policy, governs your use of our platform and establishes the rights and responsibilities regarding the collection, accounting, and distribution of any royalties relating to a royalty right Asset distributed on the platform. By participating in claims, sales, purchases, exchanges, or offers on the platform, you acknowledge that you are entering into a legally binding contract with us and agree to the terms of this agreement, as well as our Terms of Use and Privacy Policy.
This agreement is effective for all Assets purchased or distributed on the Coda platform on or after June 26, 2024 (“Effective Date”).
The parties agree as follows:
Engagement. With respect to your interest in each Asset covered by this agreement, you engage Coda Digital to collect royalty payments from all applicable distributors, manage accounting for your interest in each Asset, and distribute royalty payments to you. Our obligations are strictly limited to these activities.
Term. The rights and obligations of the parties commence on the Effective Date and shall continue for the duration of your interest in each Asset, unless terminated as per Section 3. You acknowledge that Coda Digital may update its standard accounting practices periodically, but the terms of this agreement shall apply to all Assets purchased before any such updates.
Termination. This agreement cannot be terminated without our written consent. However, we reserve the right to terminate this agreement if Coda Digital is dissolved, unable to fulfil its obligations, or determines that another entity can adequately manage royalty payments (a “Replacement Accountant”).
Replacement Steps. Upon termination, both parties agree to promptly take necessary steps, including signing documents and providing information, to direct a Replacement Accountant to manage and distribute royalty payments to you ("Replacement Steps"). If a party fails to fulfil a requested Replacement Step within 14 days of the request, the other party is authorized to act on its behalf. This authorization is specific to Replacement Steps.
Accounting and Transaction Fees. Coda Digital agrees to waive any and all accounting fees charged during the royalty accounting and distribution process. Any banking transaction fees or exchange fees incurred will be deducted from the amount payable to you.
Your Statements of Fact. You affirm that as the holder of an Asset you hold the distributed rights to receive royalty payments for each Asset covered by this agreement and have the authority to enter into this agreement.
Accounting.
7.1. Upon request, you shall provide Coda Digital with a complete and accurate tax document (W-9 or W-8, as applicable). Payments under this agreement may be withheld until the appropriate tax documentation is provided.
7.2. Within 30 days of receiving royalty payments from distributors, Coda Digital will provide you with an accounting statement and disburse royalty payments due for the respective accounting period.
7.3. You must notify Coda Digital of any objections to royalty payments or statements within 30 days of receipt. Upon at least 60 days’ prior notice and at your expense, you may inspect our books and records pertaining to any objections within six months of notifying us. Such inspections will be conducted by an independent auditor appointed by you during our normal business hours at our designated location.
Royalty Data. You consent to Coda Digital collecting, retaining, and utilizing royalty data associated with each Asset for business purposes, including analysis and presentation on the platform. Personally identifiable information will not be included in any public use of this data, consistent with our Terms of Use and Privacy Policy.
Transfer of Rights. You consent that the transfer or sale of any Asset from your possession within the Coda Digital platform transfers all rights to any future assigned royalty distribution, effective immediately upon confirmation of the execution of the transaction as signed on the distributed ledger network, to the new Asset owner.
Indemnification. You agree to indemnify and defend Coda Digital against losses and liabilities arising from third-party actions related to your statements of facts, including reasonable attorney fees. Coda Digital is not liable for errors or omissions made by royalty distributors regarding royalty payments.
Miscellaneous.
11.1. Failure by Coda Digital to fulfil any obligation is not considered a breach of this agreement unless notified in writing and not corrected within 30 days.
11.2. This agreement constitutes the entire understanding between the parties and can only be amended in writing and signed by both parties.
11.3. The laws of the State of Delaware govern all matters arising from this agreement, and any legal disputes shall be resolved exclusively in a federal or state court in Delaware.
11.4. This agreement binds and benefits the successors, assigns, heirs, executors, and legal representatives of the parties.
This agreement, effective upon your engagement with Coda Digital LLC, outlines our mutual commitments and responsibilities regarding the management of royalty payments for Assets distributed on our platform.
