Terms and Conditions

We operate an online IP marketplace platform, accessible via our website www.redcoinip.com (“Platform”). Our Platform connects owners of intellectual property rights who wish to sell those rights (herein referred to as “Sellers”) to potential purchasers of those intellectual property rights (herein referred to as “Buyers”). Intellectual property rights sold via our Platform may include trade marks, linked domain names and such other rights as may be made available via our Platform from time to time (“IP Rights”).

These Platform Terms and Conditions (“Terms”) set out the terms and conditions upon which we will make our Platform available to users of our Platform, whether you are a Seller or a Buyer or are just visiting our Platform. If you wish to use our Platform as a Seller or a Buyer, you must first register an account with us and additional terms shall apply to you. This is clearly explained in our Terms, however, for Sellers, we particularly refer you to the section Additional Terms for Sellers, and for Buyers, please refer to the section Additional Terms for Buyers below.

By accessing our Platform, you confirm that you accept these Terms and that you agree to comply with them.  If you do not agree to these Terms, you must not access or use our Platform.

We are Red Coin Ltd (“we“, “us”, “RedCoin”). We are a limited company registered in England and Wales under company number 13998300 and have our registered office at DLC House, 64 Upper Mulgrave Road, Cheam, Sutton, England, SM2 7AJ.

To contact us, you can submit an online contact form via our Platform, email info@redcoinip.com

These Terms incorporate the following additional policies, which also apply to your use of our Platform:

• Our Privacy Policy, which out how we will process personal information that you provide us in connection with your use of our Platform or the Services.
• Our Cookie Policy, which sets out information about the cookies we use on our Platform.

Sellers must register on the site before listing any trade marks; all relevant costs and fees (“Account Fees”), will be set out on our Platform when you first register an account with us. In addition, commission will be charged on the sale of IP Rights at the applicable rate according to the account package you are on (as agreed with you during the registration process) (“Commission”). It is free to register and hold an account. A holder of a basic account shall be considered a member of “The 20:20 club”, with associated fees of £20 per listing and a 20% commission at the point of sale. Those with more than 300 marks may be offered membership of either “The Top Ten club” or “The High Five club“.

In consideration of the Account Fees, and subject to the Seller Warranties set out below which you agree to provide to us on an ongoing and continuous basis, we will list your IP Rights on our Platform and perform the services set out in the applicable account package you have chosen as described on our website (the “Services”). Please note that our Services are provided only in connect with the sale and purchase of IP Rights on our Platform. Our Platform may not be used for the purchases of general trade mark searches or clearance work, or any other work that does not directly relate to the sale or purchase of IP Rights on our Platform (the “Out-of-scope IP Work”). If you require any Out-of-scope IP Work, please contact us and we shall refer you to an appropriate provider whenever we can.

We will use reasonable skill and care in providing the Services to you in accordance with these Terms and all applicable laws.

Payment of the Account Fees is in advance. We will take payment from your agreed payment method when you purchase listing credits on our Platform. Listing credits will expire after one year. Should, for any reason, you fail to pay the Account Fees by the due date, then without limiting our other rights and remedies in law, we shall be under no obligation to provide the Services to you until the Account Fees have been paid.

Commission payments shall be automatically deducted from your escrow account upon payment by the Buyer of the IP Rights and paid to us at the rate according to your account package. A Commission statement shall be provided to you within 10 working days from date of payment. A final statement for the Commission payment shall be auto-generated by one of our third-party financial service providers, such as Xero or Escrow.

You acknowledge and agree that we have the exclusive right to list, advertise and sell your IP Rights via our Platform for the Initial Term and any Renewal Term. If, for any reason, your IP Rights are sold or otherwise transferred to a third party whilst your IP Rights are listed on our Platform, or within 90 days of your IP Rights having being listed on our Platform, you shall pay to us Commission equivalent to 20% of the sale fees at the applicable rate agreed during the registration process or such other fee as agreed by us in writing in advance.

You acknowledge and agree that the Account Fee, or any part of it, is non-refundable notwithstanding termination of our Agreement for any reason.

We reserve the right to update the Account Fee and/or Commission rate from time to time by giving you written notice, but any such changes will not affect the current agreement we have with you.

Listing Page

You can list, advertise and sell your IP Rights via a dedicated listing page on our Platform (“Listing Page”). Each Listing Page shall display the following information, as a minimum, as applicable:

• IP Right;
• Registration number;
• Classes;
• Territories;
• Filing Date;
• Registration Date;
• Expiry Date;
• Priority Date.

Each Listing Page will be displayed on the Platform for a term of twelve months from the date the Listing Page first goes live (“Initial Term”).  The Listing Page shall automatically renew for a further twelve months (each a “Renewal Term”) unless you provide us with a minimum of 24 hours’ notice of your intention not to renew the Listing Page prior to the expiry of the Initial Term or Renewal Term, such notice not to take effect before the end of the Initial Term or the Renewal Term (as applicable).

As part of the agreed Services, we may assist you with the migration of your IP Rights onto our Platform, however, it is your responsibility to check that the information is correct prior to the Listing Page going live on our Platform.

You remain fully responsible for the content of the Listing Page and ensuring that it is complete, accurate and up to date at all times.

Seller Warranties

You warrant, represent and undertake that:

• You are the owner of the IP Rights listed on our Platform;
• All IP Rights are valid, subsisting and enforceable, and nothing has been done or not been done as a result of which any of them has ceased or might cease to be valid, subsisting or enforceable. In particular:
  • all application and renewal fees and other steps required for the maintenance or protection of such rights have been paid on time or taken; and
  • there are and have been no oppositions, claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of such rights,
• The IP Rights will not infringe third party rights, including the intellectual property rights and privacy rights of any third party;
• You will fully comply with these Terms and all applicable laws and regulations with respect to your activities under these Terms;
• You shall obtain and maintain all necessary licences, permissions and consents necessary for the performance of your obligations under these Terms; and
• You will provide us with all necessary co-operation in relation to the Services including access to information we may reasonably require in order to provide the Platform and Services to you.

You must notify us immediately if you are in breach of any of the above Seller Warranties or if there is any change to the IP Rights held by you.

You agree to indemnify us for any breach by you of the above Seller Warranties. Regardless of your Account status, we strongly recommend that you carry insurance which is adequate to cover your liabilities and obligations to us and to the Buyers under these Terms.

We reserve the right to remove any of your IP Rights from our Platform and suspend or terminate the Services and access to the Platform immediately and without notice to you are in breach any of the above Seller Warranties or we have reasonable grounds to believe the same is true.

No guarantee or endorsement

You are responsible for reviewing the Services to ensure their accuracy and completeness and for the results obtained from your use of the Platform and Services. We cannot guarantee and do not promise any specific results from your use of the Platform and/or the Services, nor do we represent or endorse the creditworthiness or value of any Buyer to the Platform who contacts you as a result of your listing on our Platform.

Your use of our Platform is subject to the following conditions:

• You must only make genuine, bona fide offers to Sellers to purchase any IP Rights listed on our Platform;
• You must carry out your own due diligence and satisfy yourself as to the ownership and validity of the IP Rights you are intending to purchase from a Seller before agreeing to purchase the same through our Platform;
• You agree to comply with these Terms (as may be amended) at all times and any additional terms, policies or guidance relating to our Platform that we may issue from time to time; and
• You agree to co-operate with us at all times in relation to your use of our Platform and provide us with such information and materials we may reasonably require in relation to the same, and ensure that such information is complete and accurate in all material respects.

Whilst Sellers are only permitted to list IP Rights owned by them on the Platform and we require Sellers to ensure that their Listing Page and ensuring that it is complete, accurate and up to date, you must rely on your own due diligence before purchasing any IP Rights, including carrying out all necessary checks (to your own satisfaction) to verify the information you are presented with (either on or off our Platform) in relation to the sale of any IP Rights you wish to purchase.  Your purchase of any IP Rights listed on our Platform is made at your own risk and under the doctrine of caveat emptor (buyer be aware).

We accept no responsibility in relation to any information provided by the Sellers about themselves or in relation to IP Rights sold via our Platform and we shall not be liable to you whatsoever in connection with the same.

We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are solely responsible for your interaction with any user or visitor of our Platform that you directly or indirectly come into contact with as part of the sale and purchase of IP Rights (“Sale”), whether via or outside of our Platform.

Whilst we provide a process to assist Sellers and Buyers with a Sale, such as escrow arrangements, we do not have any control over the Sale or your communications with any user, nor are we involved in any way with the nature or content of the agreements reached between Buyers and Sellers. You acknowledge and agree that all Sales are made directly between Sellers and Buyers and Red Coin shall not under any circumstances be a party to any agreement relating to a Sale. Accordingly, you agree that we shall have no liability for non-performance, non-fulfilment, non-delivery, delay, poor quality, non-payment or infringement of intellectual property or such other rights, and you shall indemnify us against any loss that arises in connection with the same.

All intellectual property rights in and to our Platform and the Services (excluding your IP Rights) will be owned by us. Except as expressly provided in these Terms, nothing in these Terms is intended to transfer or assign any ownership interest or other rights to you in relation to the same.

You grant to us (and our agents) a fully paid-up, non-exclusive, royalty-free licence to:

• use, host and display your Content for purposes making our Platform and the Interactive Services available to you and other users for the duration of time that your Content is hosted on our Platform;
• use, copy, modify, display and communicate your IP Rights (for Sellers) for purposes of fulfilling the Services and marketing and promoting our Platform and the Services for the duration of these Terms.

“REDCOIN” is a UK registered trade mark of Red Coin Limited (“our Marks”). You are not permitted to use our Marks without our prior written approval.

We may from time to time provide interactive features on our Platform, including without limitation chat rooms and bulletin boards which allow Buyers and Sellers the opportunity to connect and interact with each other (“Interactive Services”). When using the Interactive Services, you agree to comply with our Acceptable Use Standards set out below.

Acceptable Use Standards

You are responsible for any content, data, images or other information (together “Content”) that you publish on our Platform or that is otherwise provided to users of our Platform when using the Interactive Services or otherwise.

You agree to use the Interactive Services in a way that is fair, honest and reasonable at all times. In particular you agree that any Content that you post or share via the Interactive Services:

• is accurate (where it states facts);
• is genuinely held (where it states opinions);
• complies with all applicable laws.

You must not use the Interactive Services:

1. in a way that would be defamatory of any person;
2. to promote discrimination based on race, sex religion, nationality, disability, sexual orientation or age;
3. to infringe any intellectual property rights of any other person;
4. to deceive any person;
5. to promote any illegal content or activity;
6. to threaten, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
7. to harass, upset, embarrass, alarm or annoy any other person;
8. to impersonate any person or misrepresent your identity or affiliation with any person;
9. to advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
10. to advertise or promote any services or web links to other sites.

You acknowledge that we do not oversee, monitor or moderate any Interactive Services provided via our Platform. Therefore any Content shared through the Interactive Services has not been verified or approved by us and the views expressed by other users of our Platform do not represent our views or values.

We do not endorse any Content and we accept no responsibility for any Content including its truth, accuracy, decency or completeness. We expressly exclude our liability for any loss or damage arising from your use of the Interactive Services and any reliance you place on Content shared with you either on or off our Platform.

We therefore urge you to take care when using our Platform and relying on any Content.

Failure to comply with our Acceptable Use Standards shall constitute a material breach of these Terms upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions:

• immediate, temporary or permanent withdrawal of your right to use our Platform;
• immediate, temporary or permanent removal of any Content published on our Platform;
• issue of a warning to you;
• legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
• further legal action against you;
• disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of our Acceptable Use Standards. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.