Jukebox Terms of Service
Last updated: February 2025
The JKBX service and network (collectively, the "Service" or “Services”) are operated by Jukebox Technology LLC, a company registered in California, United States located at JKBX, 10000 Washington Blvd, Suite 7-134, Culver City, CA 90232 and its affiliates (collectively, "JKBX", "we", or "us"). Our website, www.jkbx.com, including any subdomain thereof (the "Platform"), was designed to help our users and the public at large view information regarding our Service, and to use information, content, messages, products, services, software and databases available via the Platform.
By accessing the Platform, you (the "User" or "you") signify that you have read, understand and agree to be bound by these terms of use ("Terms"), regardless of whether you are a registered member of the Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
In addition to these Terms, you may enter into other agreements with us or other affiliate or partner entities that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Platform, as well as anyone who owns securities that were initially listed on the Platform.
PLEASE REVIEW THESE TERMS CAREFULLY, SPECIFICALLY THE ARBITRATION PROVISION BELOW. THIS AGREEMENT REQUIRES THE PARTIES TO RESOLVE DISPUTES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.
We recommend that you print a copy of these Terms for your records.
Changes to these Terms of Use
We may make changes to these Terms from time to time in our sole discretion. If we do this, we will post the changed Terms on the Platform and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Terms
All Users: Eligibility, License and Representations
We may make changes to these Terms from time to time in our sole discretion. If we do this, we will post the changed Terms on the Platform and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Terms
Eligibility: General
This Platform is intended solely for Users who, if they are a natural person, are eighteen (18) years of age or older, and any registration by, use of or access to the Platform by any natural person under 18 is unauthorized, unlicensed and in violation of these Terms. By using the Service or the Platform, you represent and warrant that, if you are a natural person, you are 18 or older and that you agree to and will abide by these Terms in their entirety. If you violate any of these Terms, or otherwise violate an agreement between you and us, JKBX may delete your profile and any information that you have provided to access the Platform and/or prohibit you from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under eighteen (18) years of age.
Proprietary Rights in Platform Content; Limited License
All content on the Platform, including but not limited to designs, text, graphics, pictures, video, information (including, without limitation, data aggregated and compiled by us regarding total returns and median annual returns of artists, artist markets and specific songs), software, music, videos, sound and other files, and their selection and arrangement (the "Platform Content"), are the proprietary property of JKBX with all rights reserved, except the copyright to certain images or videos appearing on the Platform may belong to third-parties and we are using such images as a fair and permissible use and/or with the appropriate license and/or consent of the copyright holder. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without JKBX's prior written permission, except as provided in the following sentence. Provided that you are eligible for use of the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Platform Content solely for your use in connection with your use of the Platform or Service, provided that you keep all copyright or other proprietary notices intact. You may not republish Platform Content on any Internet, Intranet or Extranet Platform or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of JKBX, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause. We reserve all rights not expressly granted to you in and to the Services, Platform Content, and any proprietary marks.
Restrictions on Data Collection/Termination
Without our prior consent, you may not:
use any automated means to access this Platform or collect any information from the Platform (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
frame the Platform, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over this Platform's pages, or otherwise affect the display of this Platform's pages; engage in the practices of "screen scraping", "database scraping" or any other activity with the purpose of obtaining content or other information; or
use this Platform in any manner that violates applicable law or that could damage, disable, overburden, or impair this Platform or interfere with any other party's use and enjoyment of this Platform.
We may terminate, disable or throttle your access to, or use of, this Platform and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms.
User Representations
You represent, warrant and agree that no materials of any kind submitted through your membership account on the Platform ("Platform Account") or otherwise posted or shared by you through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users from the Service or the Platform by electronic or other means for any purpose. Additionally, you agree not to use automated scripts to collect information from the Service or the Platform or for any other purpose. You further agree that you may not use the Service or the Platform in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Platform. In addition, you agree not to use the Service or the Platform to:
upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
except where authorized by JKBX, register for more than one Platform Account, register for a Platform Account on behalf of an individual other than yourself, operate a Platform Account on behalf of or for the benefit of any person who is not eligible to register for or operate a Platform Account in their own name, or register for a Platform Account on behalf of any group or entity (other than approved investment accounts opened on behalf of trusts or legal entities for which such person has legal power and authority);
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
upload, post, transmit, share, store or otherwise make publicly available on the Platform any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international laws or regulations;
use or attempt to use another's Platform Account, service or system without authorization from that person and JKBX, or create a false identity on the Service or the Platform;
Use any funds derived or obtained from an illegal activity or source to make any investment through the Platform; or
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of JKBX, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose JKBX or its Users to any harm or liability of any type.
access our Service and Platform from a sanctioned jurisdiction or an unsupported jurisdiction, which is determined by JKBX in its sole discretion.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Platform or Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform or Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Platform or Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform or Services or intimidate or harass another User;
Delete the copyright or other proprietary rights notice from any Content.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
Interfere with, disrupt, or create an undue burden on the Platform or Services or the networks or services connected to the Platform and Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Platform or Services designed to prevent or restrict access to the Platform or Services, or any portion of the Services.
Copy or adapt the Platform or Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform and Services.
All Users: Consent to Electronic Transactions and Disclosures
Because JKBX operates on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our giving you certain disclosures electronically, either via our Platform or to the email address (or other electronic means of communication) you provide to us. By agreeing to the Terms, you explicitly agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including Form 1099) arising from or relating to your use of the Platform and Service, including any securities you have purchased (each, a "Disclosure"), whether we are acting in the capacity as service provider or otherwise. The decision to do business with us electronically is yours. This document informs you of your rights concerning Disclosures.
Electronic Communications. Any Disclosures will be provided to you electronically through JKBX.com either on our Platform or via electronic mail to the verified email address you provided or through other electronic means of communication based on information provided by you. If you require paper copies of such Disclosures, you may write to us at the mailing address provided below and a paper copy will be sent to you at a cost of up to $5.00. A request for a paper copy of any Disclosure will not be considered a withdrawal of your consent to receive Disclosures electronically. Any IRS 1099 Forms provided electronically will remain accessible through at least October 15 of the year in which such IRS Form 1099 is made available; after that time the IRS Form 1099 may no longer be accessible electronically. We may discontinue electronic provision of Disclosures at any time in our sole discretion.
Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and JKBX or between you and another party with whom you transact through the Platform. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
Consenting to Do Business Electronically. Before you decide to do business electronically with JKBX, you should consider whether you have the required hardware and software capabilities described below.
Hardware and Software Requirements. In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; supported Web browsing software (Chrome version 32.0 or higher, Firefox version 26.0 or higher, Internet Explorer version 8.0 or higher, or Safari version 7.0 or higher); and hardware capable of running this software.
Telephone Consumer Protection Act (TCPA) Overview Consent: You expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages or push notifications (including text messages) from us, our affiliates, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Consent to Digital Call Recording. JKBX uses technology that records telephone calls for quality assurance, customer service, training and data analysis purposes only. By agreeing to our Terms, you hereby consent to our recording of telephone voice messages or conversations between you and JKBX representatives and you hereby agree that our employees, agents and authorized representatives may listen to a call that has been recorded on our behalf for the purposes set forth above.
To unsubscribe from text messages at any time reply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END or QUIT to any text message you receive from JKBX. You consent that following such a request to unsubscribe, you may receive one final text message from JKBX confirming your request. Note that unsubscribing from promotional and/or account-related texts will not prevent JKBX from sending you text messages for security and authentication purposes.
Additional Mobile Technology Requirements. If you are accessing our Platform and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device's respective "app store". If you do not have these capabilities on your mobile device, please access our Platform through a device that provides these capabilities.
Withdrawing Consent. You may not withdraw consent to doing business with us electronically for as long as you have outstanding any investments made through the Platform. If you have no outstanding investments made through the Platform and wish to withdraw consent to doing business electronically, we will terminate your registered Platform Account with us. This does not apply to any marketing or promotional materials.
How to Contact Us regarding Electronic Disclosures. You can contact us here. You may also reach us in writing to us at the following address: JKBX, 10000 Washington Blvd, Suite 7-134, Culver City, CA 90232, Attention: Investor Relations.
If you are an individual User, you will keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your email address changes, you must notify us of the change here. You also agree to update your registered residence address and telephone number on the Platform if they change.
You may print a copy of these Terms for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Platform.
Securities Matters
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
The securities presented on or through the Platform are offered and sold by JKBX affiliates and associated persons pursuant to Regulation A under the Securities Act of 1933. Securities offered and sold in Regulation A offerings are not registered with the U.S. Securities and Exchange Commission (the “SEC”) but remain subject to various provisions of State securities, or so-called "blue sky," laws. Neither the SEC nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering or trading on this Platform.
Investment overviews and asset descriptions on the Platform may contain summaries of the principal features or terms of investment opportunities available through the Platform, information about JKBX and its track record, the price performance of the music asset and royalties business, the price performance of specific music assets and information about securities offerings. Such overviews are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the Offering Circular filed with the SEC. By signing up for a Platform Account and providing JKBX with your contact information, you are expressly indicating your interest in receiving such information and shall be deemed to be affirmatively requesting that JKBX provide you with information contained in the offering materials relating to the specific JKBX affiliated issuer and its track record, the price performance of the music assets and royalties business, the price performance of specific music assets and information about securities offerings. YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR AND OR OTHER OFFERING MATERIALS BEFORE DECIDING TO INVEST. The information contained on the Platform has been prepared by JKBX or an Issuer or an affiliate without reference to any particular User's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
JKBX is not registered or required to be registered, licensed, or supervised as a broker dealer by the SEC, the Financial Industry Regulatory Authority (FINRA), or any other financial regulatory authority or licensed to provide any financial advice or services.
No Investment Advice
You acknowledge that JKBX does not provide investment advice or a recommendation of securities or investments, and is not registered or required to be registered as an investment adviser with the SEC. You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
Individual Users
Registration Data; Account Security
In consideration of your use of the Platform, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration or subscription forms on the Platform or otherwise requested by JKBX ("Individual Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to JKBX, to keep it accurate, current and complete; (d) promptly notify JKBX regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Platform or Service or the terms on which you use the Platform or Service; and (e) be fully responsible for all use of your Platform Account and for any actions that take place using your Platform Account.
Know Your Customer
You acknowledge that JKBX or the service providers it engages will perform Know Your Customer ("KYC") procedures on all subscribers, as required by internal policies. These KYC procedures will seek to confirm the identity of the subscriber and will check whether a subscriber's name and identity matches the identity of anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. With respect to KYC procedures (including, but not limited to data which we obtain from third parties regarding OFAC, FINCEN, PATRIOT Act, criminal history, bankruptcy, etc.), the data and information contained in our investigations is obtained from numerous regulatory, private and public sources and is thought to be reliable.
You agree that this is a general requirement and in compliance with regulatory rules and guidance, and in no way creates or is deemed to be any form of recommendation or advice by JKBX. We reserve the right to deny any individual the right to access investment products that are otherwise available on our Platform for any reason, including, without explanation, without limitation, as a result of information obtained in connection with background checks and whether or not such information is accurate, truthful or complete. The parties agree that such decline(s), if any, shall not constitute an opinion, recommendation or investment, legal or tax advice by JKBX.
Payment Processing
(a) JKBX does not process payments directly, but instead utilizes third-party partners to process payment transactions on behalf of Users through a regulated financial institution, as applicable. When a User chooses to use the Service to make an investment in a JKBX affiliate issuer, the User hereby consents to any appropriately licensed third-party agent appointed by JKBX facilitating and/or processing payments made or received through the Service, including, without limitation, the consent to access, charge or debit a payor's bank account or other payment mechanism (but only upon receipt of instructions to do so from User and only for the purposes and within the limits of such instructions); (b) Each User acknowledges and agrees that a payment transaction made through the Service is a transaction between Users and a JKBX affiliate, and not with JKBX. JKBX is not a party to any payment transaction related to any such investment and JKBX is not a buyer or seller in connection with any such investment transaction; (c) Users may only use the Service to process a payment transaction for investment in a JKBX affiliate offering through a legitimate, bona fide sale of such product or service. Users may not use the Service to purchase any illegal goods or services or for any other underlying illegal transaction; and (d) Unless held in escrow in accordance with the terms governing an investment by the User, as agreed between the User and JKBX at the time of investment, all payment transactions processed through the Service are non-refundable to a User by JKBX and are non-reversible by a User through the Service. Users may have additional refund or charge-back rights under the agreement a User has with the issuer of the User's payment instrument (i.e. its credit or debit card agreement or bank) or applicable state and federal laws. User should review its periodic statement received from the issuer of its payment instrument, which will reflect all purchase transactions through the Service.
Custody and Transfer Agent Services
JKBX does not act as a custodian or transfer agent. For the holding of securities offered and sold through our Platform by JKBX affiliated issuers and their associated persons, we enlist the services of an authorized custodian. In order to purchase securities in any Regulation A offering conducted by JKBX affiliated issuers and their associated persons, you will be required to enter into custodial agreements with this authorized custodian. By using our Platform and purchasing any securities available on the Platform, you acknowledge and agree to be bound by the terms and conditions of the third-party custodial services agreement. Your agreement with any such provider is separate from your agreement with us, and you must accept and comply with their services to complete your transactions. This includes, without limitation, the authorization to hold, transfer, or facilitate transactions of cash or securities, pursuant to the User's directive and strictly within the ambit of such directive. Separately, JKBX affiliated issuers will engage the services of an SEC-registered transfer agent for the provision of transfer agent services related to any securities sold by them and their associated persons through the Platform.
Other Applicable Fees
JKBX and applicable offerings may carry fees related to management of assets. These will be detailed in the offering documentation.
Payout Terms
JKBX partners with various entities that pay royalties and other payouts on a quarterly basis. The timing of these payments generally varies between one to four quarters. Users should be aware that while quarterly payouts are the standard, actual payment timelines are dependent on the business models and financial processing systems of our affiliates. JKBX aims to process and distribute payouts it receives within 45 days after the end of each quarter. However, actual payment timing is subject to JKBX and its affiliates receiving funds from the underlying owners, licensees and servicers and may be subject to delays beyond JKBX's control.
JKBX disburses royalty and payout distributions based on actual cash receipts from owners, licensees, and servicers. The timing of these receipts varies based on their respective internal systems, which may typically takes 45 days after the applicable quarter’s closing to process payments, though this period may be longer.
You acknowledge and agree that:
JKBX is not responsible for any delays in the underlying royalty payments that affect the timing of distributions.
JKBX relies on its third parties to provide timely and accurate data regarding royalties and other payouts.
Any discrepancies or delays resulting from data inaccuracies or system limitations are beyond JKBX’s direct control.
JKBX will undertake reasonable efforts to verify and correct discrepancies where possible but does not guarantee the absolute accuracy of provided data.
A User holding royalty rights to a music asset is entitled to receive royalty payments based on ownership of the asset at the time the royalties are actually paid and distributed by JKBX. This means that if royalties are accrued during a given quarter but are only paid to JKBX in a later time, the User who owns the rights to the music asset when the royalties are actually paid will be the one entitled to receive the payment, even if the User did not own the asset at the time of the royalty accrued.
Users should be aware that the rights to payments of royalties in a music asset that have been purchased hereunder are limited to those royalties that accrue or are paid during the royalty term that was purchased, and that they have no rights to royalties with respect to such music asset that accrue after the expiration of that period.
Account Withdrawals
Users must maintain a minimum balance of twenty-five dollars ($25.00) in their Platform Account before they are eligible to withdraw funds. If a User’s balance is below the withdrawal threshold, they may elect to reinvest those funds into additional assets on the Platform rather than waiting to meet the withdrawal minimum.
Intellectual Property Matters
Trademarks
JKBX and other Company graphics, logos, designs, page headers, button icons, scripts and service names, including “Investments That Perform” and the “synth bar logo” are registered trademarks, trademarks or trade dress of JKBX in the U.S. and/or other countries. JKBX trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of JKBX.
Copyright Complaints
If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement: Attention: General Counsel
Full Address of Designated Agent to Which Notification should be Sent: JKBX, 10000 Washington Blvd, Suite 7-134, Culver City, CA 90232.
Telephone Number of Designated Agent: (213) 290-4817
E-Mail Address of Designated Agent: Legal@JKBX.com
To meet the notice requirements under the Digital Millennium Copyright Act ("DMCA"), the notification must be a written communication that includes the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Platform are covered by a single notification, a representative list of such works at that Platform;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.