About the Platform
The Platform is a marketplace for investing and trading in master rights. As a User you will be able to invest in Fractions, each representing a specific sequence of a specific Piece of Music and thereby become the actual owner of the master right attributable to this sequence. As the holder of a Fraction, you will also be entitled to Royalty Payments, if any, attributable to the pro rata share of the master right that the Fraction represents.
When a new Fraction is about to be issued on the Platform, MasterExchange conducts a due diligence of the Piece of Music, the Issuer and the Originator (where the Originator and the Issuer are not the same person). The Issuer decides on the price to be set at the initial offering of the Fractions at the Platform.
Before you place an order in connection with an initial offering of Fractions on the Platform, you should always read and make sure to understand the [Whitepaper/Information brochure] of the Fractions to be issued in order to make an informed investment decision.
Trading on the Platform may be done in two different ways. You may either (i) place your orders to buy or sell Fractions of a particular Piece of Music on the market, a "Market Offer", or (ii) make a direct bid to buy one or more specifically identified Fractions directly from the holders of such Fractions, a "Direct Bid".
As each Fraction represents a unique sequence of a Piece of Music, some Users may want to collect a series of sequences to own a particular part of a Piece of Music. To be able to build your own series of Fractions you can simply point out the Fractions you want to purchase and make a bid to the holders of those Fractions, regardless of whether those particular Fractions have been offered on the market through a Market Offer or not. The holders of those Fractions will be able to accept or reject your Direct Bid or make a counteroffer.
If you are a holder of a Fraction and receives a Direct Bid, you may choose to block the bidder from more Direct Bids.
If you are not interested in creating your own series of Fractions and just want to invest in whatever Fraction of a Piece of Music that is currently available, you may simply put a Market Offer to buy any Fraction of a particular Piece of Music that is available at the market at the time. And vice versa if you want to sell your Fraction on the market.
The contract to buy and sell Fractions is made solely between the buyer and seller and MasterExchange is not part of that contract.
Order depth and information on price, volume, time, and type of transactions executed (Market Offer or Direct Bid) are presented on [masterexchange.com]. More information on the rules and procedures for trading are found in the [link to Platform Rules].
Where a User that holds less than 50 per cent of the Fractions issued for one Piece of Music acquires Fractions, alone or together with another Closely Related Party, and thereby attains a holding of more than 50 per cent of the Fractions issued for one Piece of Music ("PB Threshold"), such User is required to make a public bid for the remaining outstanding Fractions issued of that Piece of Music within  days following the date when the PB Threshold was met. If the User sells Fractions so that the User holds less than 50 per cent of the Fractions issued for that Piece of Music within the  days period, such User shall not be required to make a public bid for the remaining outstanding Fractions issued of that Piece of Music. MasterExchange may provide exemptions for some Users from the public bid requirement.
By accepting the Terms & Conditions, you accept and acknowledge that where a User acquires 90 per cent or more of the Fractions issued for one Piece of Music, the remaining outstanding Fractions issued of that Piece of Music except for any Fractions held by the Originator, will automatically be acquired by that User for a price equal to the maximum of either the average price of the last 5, 10, 100, 500 or 1000 fractions (or more sold), whether or not the Fractions have been offered on the market or not. This includes your Fractions, if you are a holder of one or more of the remaining Fractions.
Fractions are not covered by the requirements of the Market Abuse Regulation or any similar laws on market abuse. However, in order to ensure the orderly trading on the Platform, MasterExchange has implemented measures and procedures in order to detect and prevent market abuse on the Platform.
If you obtain Inside Information, you must immediately contact MasterExchange at email@example.com and inform MasterExchange of the nature of such Inside Information. You are not allowed to acquire or dispose of Fractions for which you have Inside Information, neither directly nor indirectly and neither for your own account nor for the account of a third party.
You may not recommend, on the basis of Inside Information, that another person acquires, disposes, cancels an order, or amends an order regarding Fractions to which that Inside Information relates to, and you shall not disclose Inside Information to anyone except MasterExchange.
You may not place or execute orders that gives, or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a Fraction; or place or execute orders that sets, or is likely to set, the price of one or several Fractions at an abnormal or artificial level. Notwithstanding the aforementioned, it should be noted that buyers are free to negotiate the price for one or more Fractions with a seller directly through a Direct Bid, even where the price for such Direct Bid deviates from the price for Fractions of the same Piece of Music in connection with Market Offers.
If you fail to comply with the above-mentioned market abuse requirements, MasterExchange, in its sole and absolute discretion, may suspend you from, or restrict your use of the Services and/or access to the Platform with immediate effect, including, but not limited to, cancelling and/or terminating orders placed and/or executed, and terminating the agreement and User account.
More detailed information on the measures and procedures taken by MasterExchange in order to prevent market abuse is found in the AML policy [https://policy.masterexchange.com/aml.pdf].
Communication and login
The communication between you and MasterExchange will take place directly on [masterexchange.com]. However, MasterExchange may also direct messages via e-mail or other communication. All communication will be in [English or Swedish].
You may access the Platform via [masterexchange.com] where you login via your unique password. You should keep your password confidential at all times. If you believe that the confidentiality of your password has been compromised in any way, you should try to change your password and contact MasterExchange as soon as possible at [firstname.lastname@example.org] to avoid abuse of your account.
You are responsible for the information you provide on [masterexchange.com].