IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service constitute a legally binding commercial agreement between you ("Client") and Base Ledger IP Capital, LLC ("Base Ledger," "we," or "us"). By requesting a Gap Report, executing a Recovery Agreement, provisioning an Intellectual Property Revenue Account (IPRA), or otherwise accessing Base Ledger services, Client acknowledges that it has read, understood, and agrees to be bound by these Terms in their entirety.
Base Ledger offers services at two tiers with different eligibility requirements:
Tier 1 — Audit and Recovery Services (Gap Report, Evidence Pack, dispute correspondence templates) are available to both individuals and duly organized business entities. No business entity or EIN is required to receive a Gap Report or Evidence Pack.
Tier 2 — Treasury, Infrastructure, and Capital Services (IPRA provisioning, treasury management, and Royalty Lease access) are available exclusively to duly organized business entities operating under a valid Employer Identification Number (EIN). Individuals wishing to access Tier 2 services must first form a qualifying business entity.
Base Ledger is not a bank, law firm, licensed money transmitter, financial advisor, investment advisor, or debt collector. Nothing in these Terms or any Base Ledger communication constitutes legal advice, financial advice, tax advice, or investment advice. Client is strongly encouraged to consult qualified legal and financial professionals before executing these Terms.
"Base Ledger" means Base Ledger IP Capital, LLC, a Delaware limited liability company, and its authorized representatives, successors, and permitted assigns.
"Client" means the individual or business entity that has requested a Gap Report, executed a Recovery Agreement, or provisioned an IPRA with Base Ledger, together with its authorized representatives.
"Tier 1 Client" means a Client accessing only Audit and Recovery Services, who may be either an individual or a business entity.
"Tier 2 Client" means a Client accessing Treasury, Infrastructure, or Capital Services, who must be a duly organized business entity operating under a valid EIN.
"Services" means all forensic royalty auditing, recovery document preparation, treasury management, IP revenue infrastructure, and related services provided by Base Ledger as described in Section 3 of these Terms.
"Intellectual Property Revenue Account" or "IPRA" means the dedicated Virtual Bank Account and associated Safe multisig vault infrastructure provisioned for Tier 2 Clients through which royalty income is received, processed, automatically fee-settled, and disbursed.
"Virtual Bank Account" or "VBA" means the virtual bank account established in Client's name and provisioned by Bridge.xyz through its FDIC-member partner banking institutions.
"The Foundry" means Base Ledger's proprietary five-layer forensic audit engine, which employs rule-based detection, machine learning anomaly detection, temporal drift analysis, Benford's Law integrity testing, and cross-layer deduplication to identify royalty discrepancies.
"Gap Report" means the written forensic analysis produced by the Foundry that identifies specific, transaction-level royalty discrepancies in Client's platform data.
"Evidence Pack" means the structured documentation package prepared by Base Ledger for Client's use in submitting a royalty recovery claim directly to a Platform.
"Recovered Funds" means royalty payments, credits, adjustments, or corrections issued by a Platform to Client that are reasonably attributable to discrepancies identified in a Gap Report produced by Base Ledger.
"Platform" means any third-party royalty-paying distribution service, including but not limited to Amazon KDP, Spotify for Artists, Apple Books Connect, Substack, ACX, DistroKid, TuneCore, CD Baby, and any substantially similar service.
"Treasury Service Fee" means the ongoing fee equal to one percent (1.0%) of gross royalties processed through the IPRA, automatically net-settled at the point of receipt.
"Recovery Fee" means the success-based fee equal to fifteen percent (15%) of gross Recovered Funds.
"Bridge.xyz" means Bridge Technologies, Inc., a Stripe-owned entity, and its affiliated FDIC-member partner banking institutions, which provide the underlying Virtual Bank Account infrastructure used by Base Ledger to provision IPRAs.
"Agent of the Payee" means Base Ledger's legal designation as Tier 2 Client's expressly authorized agent for the sole and limited purpose of receiving, routing, and settling royalty funds through the IPRA on Client's behalf, as described in Section 3.3.
"Payment Obligation Extinguishment" means the legal satisfaction and discharge of a Platform's royalty payment obligation to Client that occurs upon the Platform's deposit of royalty funds into Client's VBA, regardless of any subsequent fee deductions or processing by Base Ledger or Bridge.xyz.
"Commercial Financing Disclosure" or "CFDL" means the state-mandated disclosure of financing terms required under applicable state commercial financing disclosure laws prior to execution of a Royalty Lease Agreement.
Tier 1 — Audit and Recovery Services: Available to any individual or business entity with legal capacity to enter into a binding contract. No business entity, EIN, or KYB documentation is required. By accepting Tier 1 services, Client represents that: (a) if an individual, Client is at least eighteen (18) years of age; (b) if a business entity, Client is duly organized and validly existing; and (c) the royalty data provided is Client's own data.
Tier 2 — Treasury, Infrastructure, and Capital Services: Available exclusively to duly organized business entities operating under a valid EIN. By requesting Tier 2 services, Client additionally represents and warrants that: (a) Client is duly organized, validly existing, and in good standing; (b) Client has full legal authority to enter into these Terms; (c) the royalties subject to Tier 2 services are earned through bona fide commercial operations; (d) the individual executing these Terms has authority to bind the entity; and (e) Client's performance does not violate any applicable law or contractual obligation.
Transition from Tier 1 to Tier 2: A Tier 1 Client wishing to upgrade must complete the KYB process and execute additional agreements required for IPRA provisioning or Royalty Lease access. The Recovery Fee applicable to Recovered Funds identified in a prior Gap Report remains owed regardless of when the funds are recovered or whether Client has transitioned to Tier 2.
Upon election to access Tier 2 services, Client must provide: a completed IRS Form W-9 (or W-8BEN-E for foreign entities); valid government-issued identification for all beneficial owners holding 25%+ ownership; business formation documents; EIN confirmation; and any additional documentation required under applicable law. Failure to provide required documentation within ten (10) business days may result in suspension of IPRA disbursements.
THIRD-PARTY PAYMENT INFRASTRUCTURE DISCLOSURE
The Virtual Bank Accounts that form the foundational payment infrastructure of the IPRA are provisioned and operated by Bridge.xyz (Bridge Technologies, Inc., Stripe-owned) through its FDIC-member partner banking institutions. By provisioning an IPRA, Client simultaneously agrees to be bound by Bridge.xyz's Terms of Service and the applicable terms of its partner banking institutions.
Regulatory Roles: Bridge.xyz is the regulated entity responsible for actual custody, clearing, fiat-to-stablecoin conversion, and on-chain transmission of funds. Bridge.xyz operates as a fully registered Money Services Business (MSB) with FinCEN and holds applicable state money transmission licenses.
Base Ledger's Role: Base Ledger acts as a technology platform, payment orchestrator, and authorized Agent of the Payee. Base Ledger configures programmatic disbursement logic within Client's VBA using Bridge.xyz's APIs but does not take custody of, hold, or directly control Client funds at any point.
Fund Custody and FDIC Coverage: Client funds are held by Bridge.xyz's FDIC-member partner banking institutions and are subject to FDIC insurance per applicable statutory limits. Base Ledger is not liable for losses arising from the acts, omissions, insolvency, or regulatory action of Bridge.xyz or its banking partners.
No Independent Money Transmission: Base Ledger does not independently transmit funds. All fund movements occur within Bridge.xyz's regulated infrastructure pursuant to Client's standing authorization and Base Ledger's programmatic instructions as Client's agent.
Base Ledger will never request, and Client is strictly prohibited from providing, any login credentials, passwords, two-factor authentication codes, backup codes, or administrative credentials for any Platform account. Base Ledger operates exclusively with data exports voluntarily provided by Client.
Base Ledger analyzes Client-provided royalty data exports using the Foundry forensic engine to identify discrepancies. The Foundry applies five sequential detection layers: (i) rule-based deterministic detection; (ii) machine learning statistical outlier detection; (iii) temporal drift analysis; (iv) Benford's Law integrity testing; and (v) cross-layer deduplication and maximum-loss aggregation. All figures in the Gap Report are estimates provided for informational purposes only.
Base Ledger prepares an Evidence Pack consisting of transaction-level evidence, categorized discrepancy mapping, and pre-written dispute correspondence templates for Client's direct submission to the Platform.
Scope Limitation: Base Ledger does not contact any Platform on Client's behalf, does not negotiate with any Platform, does not sign any correspondence, and does not appear in any dispute process. Client is the sole actor in the recovery process.
Upon provisioning of an IPRA, Tier 2 Client expressly and irrevocably appoints Base Ledger as Client's authorized Agent of the Payee for the limited purposes described herein.
(a) Client authorizes Base Ledger to provision a VBA in Client's name through Bridge.xyz;
(b) Client acknowledges and agrees that, upon the deposit of royalty funds by a Platform into Client's VBA, the Platform's payment obligation to Client is fully and legally satisfied and extinguished, regardless of any subsequent fee deductions, processing, or distribution timing. From that moment forward, Client's claim for payment is against Base Ledger and Bridge.xyz, not against the originating Platform;
(c) Client acknowledges that this Payment Obligation Extinguishment is required under applicable state Agent of the Payee exemptions;
(d) Client's execution constitutes the written agent designation agreement required under the Virginia Money Transmission Modernization Act (effective July 1, 2026), the Texas Finance Code (effective September 2023), the Florida Chapter 560 amendments (2026), and the California Digital Financial Assets Law (DFAL) (effective July 1, 2026).
Settlement Options: Following fee deduction, net funds are disbursed via Systematic Sweep (weekly or monthly), On-Demand Draw (at any time), or Currency Selection (USD to bank or USDC to wallet).
For Tier 2 Clients with active IPRAs, Base Ledger performs ongoing reconciliation of royalty receipts against Client-provided data exports. Client must provide Platform data exports no less frequently than monthly.
Qualified Tier 2 Clients with a minimum of twenty-four (24) months of verified royalty history may apply for a Royalty Lease — a B2B Purchase of Future Receivables. Royalty Leases are subject to a separate Royalty Lease Agreement, eligibility underwriting, Commercial Financing Disclosures, and all applicable legal requirements.
Royalty Lease Hard Gate: No Royalty Lease will be presented to any Client who has not completed full KYB verification confirming active business entity status with a valid EIN. This requirement is non-waivable and enforced at the platform level.
Base Ledger does not: (a) hold, manage, invest, or deploy Client funds except as described in Section 3.3; (b) act as a fiduciary, trustee, custodian, financial advisor, or investment advisor; (c) make representations to any Platform on Client's behalf; (d) practice law or provide legal advice; (e) act as a debt collector; (f) guarantee the outcome of any royalty recovery claim; or (g) provide tax, accounting, or investment advice.
| Fee | Details |
|---|---|
| Recovery Fee | 15% of gross Recovered Funds (one-time per recovery event). Tier 2: auto-settled at IPRA receipt. Tier 1: invoiced within 10 days of Client's receipt. |
| Treasury Service Fee | 1.0% of gross royalties processed through IPRA (ongoing, auto-settled at receipt). Tier 2 only. |
All Tier 2 fees are Net-Settled: automatically deducted from incoming funds at the point of receipt before disbursement. No manual approval is required or will be sought.
Client grants Base Ledger authority to initiate debits, credits, and transfers within the IPRA solely for: (a) Treasury Service Fee deduction; (b) Recovery Fee deduction; (c) net fund disbursement; and (d) fiat-to-USDC conversion where elected. Base Ledger is not authorized to retain, invest, pledge, commingle, or earn interest on Client funds.
NOTICE TO CLIENTS IN CALIFORNIA, NEW YORK, TEXAS, AND VIRGINIA
If Client is located in these states and has applied for a Royalty Lease, applicable state CFDLs require Base Ledger to provide standardized disclosures including: total amount of funds advanced, total estimated cost of financing, estimated APR equivalent, estimated term, and any additional state-required disclosures. No Royalty Lease will be executed until the required disclosures have been delivered and acknowledged.
Base Ledger is independent of all Platforms with no affiliation or partnership. In the event of a Platform Change Event that materially disrupts Services, either Party may terminate the affected component with thirty (30) days' notice without penalty. Neither Party is liable for delays caused by force majeure events.
6.1 Base Ledger is not a law firm and does not provide legal advice, representation, or opinions. No attorney-client relationship is created.
6.2 Base Ledger is not a debt collector. Base Ledger does not contact Platforms on Client's behalf, does not negotiate, and does not collect funds from any Platform in a collection capacity.
7.1 Base Ledger IP: The Foundry, all algorithms, detection logic, and proprietary methodologies remain the exclusive intellectual property of Base Ledger.
7.2 License: Client receives a limited, non-exclusive, non-transferable, revocable license to use Gap Reports and Evidence Packs solely for the specific recovery claims for which they were produced.
7.3 Client Data: All raw royalty and sales data remains Client's exclusive property. Base Ledger will not sell, license, or share Client-specific data with any third party.
Base Ledger may modify these Terms with thirty (30) days' written notice. Fee changes require sixty (60) days' notice. Continued use after the notice period constitutes acceptance.
No Guarantee of Recovery. Base Ledger does not guarantee that any Platform will honor a recovery claim or issue any payment.
No Advice. Nothing constitutes financial, legal, tax, or investment advice.
As Is. Services are provided "as is" without warranties of any kind.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASE LEDGER'S TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT IN THE THREE (3) CALENDAR MONTHS PRECEDING THE CLAIM. BASE LEDGER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
These Terms are effective upon Client's first interaction with Services. Either Party may terminate upon thirty (30) days' written notice. Termination does not relieve Client of accrued fee obligations, including Forensic Tail obligations. Tier 2 Clients receive a sixty (60) day post-termination transition period for IPRA processing.
11.1 Informal Resolution: Thirty (30) days of good faith direct negotiation before formal proceedings.
11.2 Binding Arbitration: Unresolved disputes go to binding arbitration under AAA Commercial Arbitration Rules, single arbitrator, Wilmington, Delaware, applying Delaware substantive law.
11.3 CLASS ACTION WAIVER: CLIENT EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO BRING, PARTICIPATE IN, OR BENEFIT FROM ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING AGAINST BASE LEDGER. ALL DISPUTES MUST BE BROUGHT IN CLIENT'S INDIVIDUAL CAPACITY ONLY. THIS WAIVER IS A MATERIAL AND NON-SEVERABLE CONDITION OF THESE TERMS.
11.4 Emergency Relief: Either Party may seek emergency injunctive relief from a Delaware court pending arbitration.
11.5 Governing Law: Delaware law, without regard to conflict of laws principles.
12.1 Entire Agreement. These Terms, together with executed Recovery Agreements, IPRA documentation, Royalty Lease Agreements, and Commercial Financing Disclosures, constitute the entire agreement.
12.2 Order of Precedence. In the event of conflict, executed Recovery Agreements or Royalty Lease Agreements control with respect to specific services, fees, and remedies described therein.
12.3 No Agency, Partnership, or Fiduciary Relationship. Nothing in these Terms creates a partnership, joint venture, employment, or fiduciary relationship. The limited agency under Section 3.3 is strictly limited to fund receipt and routing. Base Ledger expressly disclaims all fiduciary duties to Client, and Client expressly waives any fiduciary duty that might otherwise be implied by law, to the fullest extent permitted by the Delaware Limited Liability Company Act (6 Del. C. § 18-1101) and applicable law.
12.4 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions continue in full force.
12.5 No Waiver. No failure or delay in exercising any right constitutes a waiver.
12.6 Electronic Signatures. Electronic signatures are valid under the E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Delaware Electronic Transactions Act (6 Del. C. § 12A-101 et seq.).
12.7 Notices. All notices must be in writing — by certified mail, overnight courier, or email with acknowledgment. Base Ledger notice address: brooks@baseledgerip.com | Base Ledger IP Capital, LLC, Williamsburg, Virginia.
Base Ledger IP Capital, LLC • Williamsburg, Virginia • brooks@baseledgerip.com • www.BaseLedgerIP.com
Terms of Service v2.1 • Revised March 2026