PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE ROYALTYSTAT DATABASE. BY CHECKING A BOX AND CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT, DO NOT ACCESS OR USE THE DATABASE.
- Definitions
- “RoyaltyStat” means RoyaltyStat LLC, a company registered at 520 White Plains Rd, 2nd Floor, Tarrytown, NY 10591, USA and its subsidiaries, including RoyaltyStat B.V., a company registered at De Boelelaan 7, 1083 HJ, Amsterdam.
- “Database” means the RoyaltyStat proprietary online databases, including the License Agreements Database (containing royalty rates and license agreements sourced primarily from public filings) and the Service Agreements Database (containing service fees and agreements sourced from similar public filings), together with all related content, data, analytics, tools, and functionality.
- “Subscriber” means the entity or individual that has purchased a subscription to access the Database through the RoyaltyStat website.
- “Authorized User” means an individual designated by Subscriber who is permitted to access and use the Database under Subscriber’s account, up to the number of users included in the selected Subscription Plan.
- “Subscription Plan” means the specific tier of access selected and purchased by Subscriber through the RoyaltyStat website, which defines the features, number of Authorized Users, data retrieval limits, and applicable fees.
- “You” or “User” means any person accessing or using the Database, whether as a Subscriber or an Authorized User.
- Acceptance of Terms
2.1. By checking the acceptance box and clicking “I Agree,” You represent and warrant that: (a) You have the legal authority to enter into this agreement on behalf of Yourself and, if applicable, the Subscriber entity; (b) You are at least 18 years of age; and (c) You agree to comply with all terms and conditions set forth herein.
2.2. These Terms of Service, together with the Subscription Plan details displayed at the time of purchase, constitute the entire agreement between You and RoyaltyStat governing Your use of the Database.
2.3. RoyaltyStat reserves the right to modify these Terms at any time. Material changes will be communicated via email or through a notice within the Database. Continued use of the Database following such notice constitutes acceptance of the revised Terms. If You do not agree to any modification, Your sole remedy is to cancel Your subscription in accordance with Section 7.
- Account Registration and Subscription Access
3.1. To access the Database, You must create an account and purchase a Subscription Plan through the RoyaltyStat website. You agree to provide accurate, current, and complete information during the registration and purchase process and to update such information as necessary to keep it accurate and current.
3.2. Subject to these Terms and payment of the applicable subscription fees, RoyaltyStat grants You a non-exclusive, non-transferable, revocable right to access and use the Database during the subscription term for internal research, analysis, and consulting purposes only.
3.3. RoyaltyStat will provide login credentials upon completion of purchase and account setup. Each Authorized User must have unique login credentials. The number of Authorized Users permitted is determined by Your selected Subscription Plan.
3.4. You are responsible for maintaining the confidentiality of all login credentials associated with Your account. You are fully responsible for all activities that occur under Your account. You must immediately notify RoyaltyStat at support.royaltystat@exactera.com of any unauthorized use of Your account or any other security breach.
- Acceptable Use Policy
4.1. Permitted Uses. You may use the Database solely for:
- Internal research and analysis related to transfer pricing, royalty rate benchmarking, and related tax and licensing matters.
- Preparation of project deliverables on a strict need-to-know basis.
4.2. Prohibited Uses. You shall not:
- Share, transfer, or disclose access credentials to any person who is not an Authorized User under Your account.
- Allow more individuals to access the Database than the number of Authorized Users included in Your Subscription Plan.
- Reproduce, republish, redistribute, sublicense, sell, or otherwise make available any data or content from the Database to third parties, except as expressly permitted herein.
- Use automated tools, scripts, bots, scrapers, or similar technologies to extract, harvest, or collect data from the Database beyond the permitted retrieval limits.
- Attempt to reverse-engineer, decompile, or derive the source code, algorithms, or underlying structure of the Database or any related software.
- Use the Database for any unlawful purpose or in violation of any applicable law or regulation.
- Remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Database.
- Circumvent or attempt to circumvent any access controls, security measures, or usage limitations.
- Resell, commercially redistribute, or create derivative databases or products from the Database content.
- Data Retrieval and Usage Limits
5.1. Data retrieval and usage limits are determined by Your Subscription Plan. You may not export or download more than 150 records containing extracted data fields per day unless a higher limit is included in Your Subscription Plan.
5.2. Online access to retrieved agreements is available only during periods in which Subscriber maintains an active, paid subscription.
5.3. RoyaltyStat reserves the right to impose additional restrictions on data retrieval, export, download, or usage at any time to prevent abuse, protect system integrity, or ensure fair access for all subscribers.
- Fees, Payment, and Billing
6.1. Subscription Fees. By purchasing a Subscription Plan, You agree to pay the fees displayed at the time of purchase. All fees are quoted in U.S. dollars unless otherwise indicated.
6.2. Billing. Subscription fees are billed in advance at the time of purchase. Certain Subscription Plans are structured as one-time purchases for a defined access period (e.g., short-term plans) and do not involve recurring charges. Other Subscription Plans (e.g., annual plans) may include recurring billing, in which case Your payment method on file will be charged automatically at the beginning of each renewal period. Recurring billing will apply only if You have expressly selected a Subscription Plan that includes recurring billing, and such billing terms will be clearly disclosed prior to purchase.
6.3. Non-Refundable. All subscription fees are non-refundable, including in cases of early cancellation, downgrade, or termination by Subscriber, except as required by applicable law.
6.4. Taxes. Subscriber shall bear all applicable taxes, duties, levies, and withholding amounts associated with the subscription. The fees displayed at checkout may not include applicable taxes, which will be added subsequently where required by law.
6.5. Price Changes. RoyaltyStat reserves the right to change subscription fees at any time. Fee changes will take effect at the start of the next applicable billing cycle following notice to Subscriber. If You do not agree with a fee change, You may cancel Your subscription before the new billing cycle begins.
6.6. Late or Failed Payments. If a payment fails or is overdue, RoyaltyStat may: (a) attempt to recharge Your payment method on file; (b) suspend access to the Database until payment is received; or (c) terminate Your subscription after thirty (30) days of non-payment. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
6.7. Extensions. You may extend Your subscription by purchasing an additional Subscription Plan through the RoyaltyStat website. Extensions will take effect upon the expiration of Your current subscription term, and the applicable fees will be charged at the time of purchase.
- Term, Renewal, and Cancellation
7.1. Subscription Term. Your subscription begins on the date Your access to the Database is enabled and continues for the duration specified in Your selected Subscription Plan.
7.2. Automatic Renewal. For annual Subscription Plans, unless You cancel prior to the end of the current billing cycle, Your subscription will automatically renew for successive periods of the same duration at the then-current subscription fee. You authorize RoyaltyStat to charge Your payment method on file for each renewal period.
7.3. Cancellation by Subscriber. Subscriber may terminate this Agreement only in the event of a material breach by RoyaltyStat that remains uncured for thirty (30) days following written notice from Subscriber to RoyaltyStat at support.royaltystat@exactera.com specifying the nature of the breach in reasonable detail. If RoyaltyStat fails to cure the breach within such period, Subscriber may terminate the subscription effective upon written notice to RoyaltyStat. For the avoidance of doubt, subscription fees are non-refundable except where termination results from an uncured material breach by RoyaltyStat, in which case Subscriber shall be entitled to a pro-rata refund of prepaid fees attributable to the unused portion of the subscription term.
7.4. Termination by RoyaltyStat. RoyaltyStat may suspend or terminate Your access immediately and without notice if: (a) You breach any provision of these Terms; (b) Your account is in arrears; or (c) RoyaltyStat reasonably believes continued access poses a security risk or may result in harm to RoyaltyStat or other users.
7.5. Effect of Termination. Upon termination, cancellation, or expiration of Your subscription, all access rights shall immediately cease. You will retain access through the end of any prepaid billing period in the case of voluntary cancellation. Lapsed subscriptions exceeding three (3) months may result in the permanent deletion of previously retrieved agreements and stored account data.
7.6. Survival. Sections 6 (Fees), 8 (Confidentiality and IP), 10 (Export Controls), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 16 (Governing Law), and 17 (General Provisions) shall survive termination of these Terms.
- Confidentiality and Intellectual Property
8.1. The Database, including all data, content, software, analytics, algorithms, compilations, methodologies, and related materials, is and shall remain the sole and exclusive property of RoyaltyStat and is protected by copyright, trade secret, and other intellectual property laws.
8.2. You acknowledge that the Database contains proprietary information and valuable trade secrets of RoyaltyStat. You shall maintain the confidentiality of all accessed materials and shall not disclose such materials to any third party except as expressly permitted under these Terms.
8.3. Nothing in these Terms grants You any ownership interest in or right to the Database or its content. All rights not expressly granted herein are reserved by RoyaltyStat.
8.4. All trademarks, service marks, logos, and trade names displayed on the RoyaltyStat website and within the Database are the property of RoyaltyStat or their respective owners. You are granted no right or license to use any such marks.
- Service Availability
9.1. RoyaltyStat does not guarantee any specific level of uptime or availability for the Database. RoyaltyStat will use commercially reasonable efforts to maintain consistent access but may perform scheduled or emergency maintenance at any time, with or without prior notice.
- Export Controls and Sanctions Compliance
10.1. You represent and warrant that: (a) You are not located in, and will not access the Database from, any country or territory subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) You are not listed on any U.S. government restricted party list, including the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List (SDN List) or the U.S. Commerce Department’s Entity List; and (c) You will not use, export, or re-export any data obtained from the Database in violation of applicable U.S. export control or sanctions laws.
- Feedback
11.1. If You provide RoyaltyStat with any suggestions, ideas, feature requests, feedback, or other input regarding the Database (“Feedback”), You hereby assign to RoyaltyStat all right, title, and interest in such Feedback. RoyaltyStat may use, incorporate, and commercialize Feedback for any purpose without obligation, compensation, or attribution to You.
- Disclaimers
12.1. THE DATABASE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ROYALTYSTAT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, OR NON-INFRINGEMENT.
12.2. RoyaltyStat does not warrant that the Database will be uninterrupted, error-free, or free from viruses or other harmful components. RoyaltyStat shall not be liable for any delays, interruptions, or service failures.
12.3. The data and content within the Database are sourced primarily from public filings and are provided for informational and research purposes only. RoyaltyStat does not guarantee the accuracy, currency, or completeness of any data and is not responsible for any decisions made in reliance upon Database content.
- Limitation of Liability
13.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROYALTYSTAT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE DATABASE, REGARDLESS OF THE THEORY OF LIABILITY.
13.2. ROYALTYSTAT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO ROYALTYSTAT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ROYALTYSTAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Indemnification
14.1. You agree to indemnify, defend, and hold harmless RoyaltyStat, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your use of the Database; (b) Your breach of these Terms; (c) Your violation of any applicable law or regulation; or (d) any third-party claim arising from Your use or misuse of Database content.
- Data Privacy
15.1. RoyaltyStat collects and processes limited personal data in connection with Your use of the Database, including account registration information, payment information, usage data, and IP addresses. Such data is collected solely for the purposes of administering Your account, processing payments, providing and improving the Database, and ensuring compliance with these Terms.
15.2. RoyaltyStat will process personal data in accordance with its Privacy Policy, available at https://royaltystat.com/privacy-policy/, which is incorporated herein by reference. By using the Database, You consent to the collection and processing of Your data as described in the Privacy Policy.
15.3. RoyaltyStat processes personal data in compliance with applicable data protection laws, including, where applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and applicable U.S. state privacy laws. Users located in the European Economic Area or other jurisdictions with specific data protection rights may exercise their rights as described in the Privacy Policy.
15.4. You agree not to upload or submit any personal data of third parties to the Database without proper legal basis and consent.
- Governing Law and Dispute Resolution
16.1. These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of laws principles.
16.2. Any dispute, claim, or controversy arising out of or relating to these Terms shall be resolved through binding arbitration administered in the State of New York in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.
16.3. CLASS ACTION WAIVER. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
16.4. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
- General Provisions
17.1. Entire Agreement. These Terms, together with the Subscription Plan details displayed at the time of purchase and the Privacy Policy, constitute the entire agreement between You and RoyaltyStat with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.
17.2. Severability. If any provision of these Terms is found to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
17.3. No Waiver. The failure of RoyaltyStat to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
17.4. Assignment. You may not assign or transfer these Terms or any rights hereunder without the prior written consent of RoyaltyStat. RoyaltyStat may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.
17.5. Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed effective upon delivery via email to the address associated with Your account or, in the case of notices to RoyaltyStat, to [notices email].
17.6. Force Majeure. RoyaltyStat shall not be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet service disruptions, cyberattacks, or failures of third-party service providers.
17.7. Electronic Communications. By creating an account and using the Database, You consent to receive communications from RoyaltyStat electronically, including account confirmations, billing receipts, service updates, and legal notices. You agree that all agreements, notices, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
17.8. Third-Party Beneficiaries. These Terms do not confer any rights or remedies on any third party.
17.9. Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.
By checking a box and clicking “I Accept,” You confirm Your acceptance of these Terms of Service as of the date of acceptance. A record of Your acceptance, including the date, time, and version of these Terms, will be maintained by RoyaltyStat.