Platform 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.

ABOUT US

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

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

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.

ACCOUNT REGISTRATION AND SUBSCRIPTIONS

If you are a Buyer or a Seller, you must register an account with us before you can access our Platform for purposes of buying or selling IP Rights. To do this, you must complete our registration form, available via our website here: Click Here.

You are responsible for keeping your account details and password safe and secure at all times. If you become aware that your account details or password have been compromised, you must contact us immediately.

ADDITIONAL TERMS FOR SELLERS

Sellers must select either a standard account or a premium account package when registering an account with us. Applicable fees for each account package, including any membership fees, listing fees and renewal 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”). Unlike a premium account, a standard account is free to hold, with the Seller paying only the listing fees. Holders of a premium account are required to pay their membership fees but are not charged any listing fees. A holder of a premium account shall be called a “Premium Seller” and a holder of the standard account – “Standard Seller”.

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 your first payment from your agreed payment method on the date your Listing Page goes live on our Platform and will take subsequent payments on a quarterly basis for Premium Sellers thereafter. 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 15% 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 six months from the date the Listing Page first goes live (“Initial Term”).  The Listing Page shall automatically renew for a further 6 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). The renewal fees agreed with you in your account package shall apply to any Renewal Term. If you are a Premium Seller and you inform us that you do not wish to have a premium account (or instruct us not to charge you an additional fee at the end of the payment quarter), your account will be automatically downgraded into a Standard Seller account.

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.

ADDITIONAL TERMS FOR BUYERS

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 MAY SUSPEND OR WITHDRAW OUR PLATFORM

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.

SALE AND PURCHASE OF IP RIGHTS

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.

INTELLECTUAL PROPERTY RIGHTS

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.

INTERACTIVE SERVICES

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.

WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that our Platform will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software.

You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Platform, the server on which our Platform is stored or any server, computer or database connected to our Platform. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.

RULES ABOUT LINKING TO OUR PLATFORM

You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our Platform in any website that is not owned by you.

Our Platform must not be framed on any other website, nor may you create a link to any part of our Platform other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the acceptable use standards set out in these Terms.

WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

DISCLAIMER

The Platform and our Services are provided on an “as-is” basis.

We make no promises as to the quality, merchantability or fitness for a particular use or purpose of the Platform and/or Services, or the non-infringement of any intellectual property rights of third parties, except that we will operate the Platform with reasonable skill and care of an online service provider.

All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

LIMITATION OF LIABILITY

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with these Terms for:

  • loss of profits, sales, business, or revenue;
  • loss of agreements or contracts;
  • loss of use or corruption of software, data or information;
  • business interruption;
  • loss of anticipated savings;
  • loss of business opportunity, goodwill or reputation; or
  • any indirect or consequential loss or damage.

Subject the above, our total liability to you (whether you are a Seller or a Buyer) arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to £1,000.

TERMINATION

Without prejudice to any of our rights or remedies, these Terms, and your access to our Platform and the Services, may be terminated by us with immediate effect (or following such notice period as we see fit), by giving written notice to you if:

  • as a Seller, you do not pay the Account Fee or any Commission payment on the due date for payment and you remain in default not less than 7 days after being notified in writing to make such payment;
  • you commit a material breach of any of these Terms and if such breach is remediable you fail to remedy that breach within a period of 7 days after being notified in writing to do so;
  • as a Seller, you fail to assign IP Rights (in full or in part) to a Buyer who has paid for the same;
  • you give any false or misleading information, or make any misrepresentation in connection with your use of our Platform;
  • in our reasonable opinion you have become involved in any situation which: (i) is to have a negative effect on our reputation of or any aspect of our business; (ii) would expose us or any aspect of our business to disrepute, scandal, ridicule or contempt, or would tend to shock, insult or offend the public in any territory in which we operate; or (iii) reflects unfavourably on our reputation, our brand or services. Such conduct shall be deemed a material breach incapable of remedy under sub-clause (b) above. Our decision on all matters arising under this clause shall be conclusive; and
  • we are prevented for any reason (including for reasons of Force Majeure) from providing the Platform or rendering the Services for more than either five consecutive business days or 14 business days in the aggregate.

Either you or we may terminate these Terms with immediate effect by giving written notice to the other if that other party (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect or (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies, or if either party becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets or ceases or threatens to cease to carry on business.

Upon termination of these Terms for any reason:

  • your access to our Platform and our Services shall immediately cease;
  • (if you were granted our permission to use our Marks) you shall cease using our Marks and not do anything that may indicate any relationship between us;
  • if you are a Seller, you agree to fulfil any ongoing services and obligations you have to Buyers relating to the Sale of your IP Rights;
  • you shall return to us all equipment, documents, materials and property belonging to us that we have provided to you in connection with our Platform and/or the Services as applicable.

Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.

FORCE MAJEURE

We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, epidemic, pandemic or default of suppliers or sub-contractors, provided that we notify you of such an event and its expected duration.

CONFIDENTIALITY

Both you and we agree that we:

  • will not disclose Confidential Information to any third party;
  • will not use any Confidential Information aside from in connection with the fulfilment of our obligations under these Terms or as expressly permitted in these Terms; and
  • will take all commercially reasonable measures to maintain the confidentiality of such Confidential Information in our possession or control, which will in no event be less than the measures we use to maintain the confidentiality of our own confidential information of similar importance.

For the purposes of these Terms, “Confidential Information” means any information disclosed to the other party, which is either marked as confidential or is disclosed in such a manner that it is reasonable to assume that the party disclosing it, expects the other party to keep it a secret.

An obligation of confidentiality shall not apply to Confidential Information that:

  • is in or enters the public domain without breach of these Terms;
  • the receiving party lawfully receives from a third party who is not restricted, through a non-disclosure agreement or otherwise, from disclosing it; or
  • the receiving party develops independently as evidenced by written documentation; or
  • such Confidential Information that a party is compelled to disclose to a court or regulatory body.

Notwithstanding the foregoing, each party is permitted to disclose Confidential Information to their professional advisors engaged to give advice in relation to these Terms and to auditors, provided that such advisors or auditors agree to keep it confidential on the same or more restricted terms as set out in these Terms.

COMPLAINTS

Any disputes between you and another user of our Platform shall be between the respective parties and not RedCoin.

We shall only get involved in dispute between you and another user of our Platform if there is alleged or actual misuse of our Platform pursuant to our policies which may cause us to suspend or terminate access to our Platform.

If we receive a complaint relating to your use of our Platform, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate your access to our Platform, the Services, and/or remove your Content from our Platform, as applicable.

AMENDMENT

We reserve the right to expand, change or revise the Platform and/or our Services as our business grows or as conditions provide. As such, we reserve the right to amend these Terms from time to time. Any material changes that may affect you will be notified to you in writing.

ASSIGNMENT

We may transfer our rights and obligations under these Terms to another person or organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms with you.

WAIVER

A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

ENTIRE AGREEMENT

These Terms form the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

GOVERNING LAW AND JURISDICTION

These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You agree to the exclusive jurisdiction of the courts in England.

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