TERMS & CONDITIONS OF USE - MUSIC STOCKS

1. Purpose

1.1. These terms and conditions (“Terms”) govern access to, registration for, and use of the App, a digital space where certain users who are the owners and/or exclusive holders of the intellectual property rights in Phonograms may offer, through a closed, non-competitive auction via the App, a percentage share of the economic proceeds generated and derived from the exploitation of said Phonograms through the Spotify and YouTube platforms (until new agreements are reached with other platforms), as well as additional services, experiences, features, or benefits linked to the performing artist of such Phonograms, referred to as “benefits.” The functioning and operation of each process within the App are described in the following sections.

1.2. The App enables interaction between two main categories of users:

• (a) Artist Users / Rights Holders: natural or legal persons who claim to be the owners, assignees, and/or sole and exclusive holders of the intellectual property and exploitation rights to certain Phonograms and who offer third parties (fans—purchasers) through an auction a financial share in the proceeds generated by said Phonograms in exchange for consideration through the acquisition of “Utilities” consisting of other services, benefits, and/or advantages related to the performing artist of the Phonogram whose right to a share in the proceeds is the subject of the auction.

• (b) Fan / Listener / Purchaser: consumers or users who, after registering on the App and accepting these Terms as well as all other associated documentation and/or forms, will have the opportunity to bid in closed auctions to obtain a right to share in the proceeds generated by the exploitation of the Phonograms expressly offered through each specific auction under the conditions previously established by the Rights Holder — the Artist, in coordination with us, through the purchase of tokens.

1.3. The App acts as a technological intermediary platform through which auctions and related services are published and managed in accordance with the data and conditions previously established by the Rights Holder/Artist. Neither the Company nor the App acquires any rights to the Phonograms nor does it guarantee their exploitation or the generation of future revenue. The App acts solely as an intermediary and assumes no responsibility for users’ asset management, which shall always be the responsibility of the users themselves under the terms described below.

1.4. These Terms are supplemented by the specific terms and conditions of each auction, the user registration documents, affidavits, warranties, and disclaimers, Privacy Policy, Cookie Policy, auction rules, tokenization terms and conditions, and any forms or attachments accepted by users and required at any given time within the App.

2. Regulatory Framework

2.1. These Terms have been drafted with reference to, among others, the following regulations:

• (a) Law 34/2002, of July 11, on Information Society Services and Electronic Commerce (“LSSI-CE”);

• (b) Royal Legislative Decree 1/2007, dated November 16, approving the consolidated text of the General Law for the Protection of Consumers and Users (“TRLGDCU”);

• (c) Law 7/1998, of April 13, on General Conditions of Contracting;

• (d) Royal Legislative Decree 1/1996, dated April 12, approving the consolidated text of the Intellectual Property Law (“LPI”);

• (e) Organic Law 3/2018, of December 5, on the Protection of Personal Data and the Guarantee of Digital Rights, together with Regulation (EU) 2016/679 (“GDPR”);

• (f) Regulation (EU) 2023/1114 on Markets in Crypto-Assets (“MiCA”).

2.2. The reference to these rules does not limit the application of any other mandatory regulations that may apply based on jurisdiction, the user’s status, the type of transaction, the nature of the token, the method of payment, the sale of economic rights, or the provision of services.

3. Definitions

For the purposes of these Terms and in the context of the functioning and operation of all processes that take place within the App and are described in detail in each section of this document, the following terms shall have the meanings set forth below:

3.1. App: the mobile app, website, platform, interface, API, software, system, or digital environment operated by the Company under the name MUSIC STOCKS.

3.2. Artist and/or Rights Holder: An App user who, acting as the owner and holder or exclusive and legitimate assignee of all intellectual property and exploitation rights to a Phonogram, initiates and/or publishes an Auction for the acquisition of a right to share in the proceeds obtained from the exploitation of said Phonogram through Spotify and YouTube by the Fan through the purchase of Utilities.

3.3. Fan/s: that is participating in an auction for the potential acquisition of two components through a bid:

• (a) Economic Component: an economic share derived from the exploitation of the proportional portion of the Phonogram being auctioned through the platform on Spotify and YouTube by earning revenue.

• (b) Utility Component: (see 3.12) 

3.4. User: any individual or legal entity that accesses, registers for, or uses the App, including Artists and Fans.

3.5. Phonogram: any sound recording of the performance of a work or other sounds, or digital representations thereof, identified in each Offer by means of data, metadata, ISRC, title, artist, producer, label, distributor, distribution platforms, and other related label information.

3.6. Economic Rights: the economic right granted to the winning Fan of an Auction to share in the net proceeds actually generated and received by the Artist from the exploitation of the Phonogram through Spotify and YouTube, in the percentage expressly established by the Artist in each specific Auction and in accordance with the terms and conditions of each Bid. It is understood that this right of the Fan is limited to a share in the proceeds, if any, generated by the exploitation of the Phonogram being auctioned; under no circumstances does the Fan hold any intellectual property rights or rights of exploitation, and is therefore not authorized to use or exploit the Phonogram without the prior and express consent of the legitimate owner of the rights to said Phonogram.

3.7. Economic Participation: A specific percentage of the Economic Rights to a Phonogram that the Artist offers, directly linked to the proportional share of profits, which the fan can Bid for in the Auction through the App.

3.8. Offer: A post made by an Artist on the App regarding a Phonogram, which has been previously coordinated and validated by us, and which initiates an Auction, specifying the percentage of Economic Participation offered, associated Earnings, the maximum purchase price using Earnings, the duration of the Auction, available financial information, etc. Prior to each Offer, the Artist must complete the ownership forms, liability assumption forms, liability waiver forms,the Issuance Annex, and all other necessary documentation.

3.9. Bid: The Fan’s expression of intent during an Auction—made exclusively through the App and in a binding and irrevocable manner—consisting of the purchase of one or more Benefits associated with a Bid. The value of the Bid will correspond to the cumulative price of the Benefits purchased by the Fan.

3.10. Auction: A closed, non-competitive process lasting no more than fifteen (15) calendar days, through which Fans may obtain an Economic Participation by placing bids via the purchase of Utilities, which will be converted into Tokens exchangeable for said Utilities and will generate a right to compensation in favor of the Artist for a specific amount known during the course of the Auction.

3.11. Tokens: digital exchange units generated upon the conclusion of the auction period and allocated based on the Profits and the proportional economic component corresponding to the bid placed by the Fan, which are deposited into the Fan’s personal self-custody wallet within the App once the auction has ended. Once each Token is used, the Artist’s right to receive the compensation associated with each Benefit will be automatically generated, and the Fan will make the payment through the App.

3.12. Utilities: features, premium services, exclusive experiences, benefits, access, and/or advantages in general offered in the context of an Artist-to-Fan Auction, through which Fans can bid to obtain Economic Participation. At the end of the Auction, the Fan who has acquired the most Utilities will be declared the winner and will receive the corresponding Tokens, which are exchangeable for the acquired Utilities.

3.13. App Commission:

• Two percent (2%) of the Offer (see 3.8).

• Two percent (2%) of the bid (see 3.9).

3.14. Issuance Annex: A document drawn up between the Artist and the Company prior to the publication of any Offer, which includes all information regarding the Phonogram, the Artist, and the economic and/or performance valuation of the Phonogram’s future exploitation, calculated using the Company’s algorithm, which takes into account actual and verified parameters and data regarding the Artist and the music being auctioned.

3.15. Category: A classification assigned to Phonograms or music assets within the app based on their revenue trends, discounts (DCF), exploitation periods, adjustments, and performance on platforms (Spotify and YouTube).
The earnings associated with each auction are determined by the category of the music asset and help increase the maximum auction amount. Music assets fall into the following categories, defined by their average monthly plays:

• (a) Hit Category: > 100,000,000 monthly streams (average).

• (b) Success Category: 10,000,000 to 100,000,000 monthly streams (average).

• (c) Popular Category: 1,000,000 to 10,000,000 monthly streams (average).

• (d) Potential Category: 200,000 to 1,000,000 monthly streams (average).

• (e) Recent Category: 25,000 to 200,000 monthly streams (average).

• (f) Niche Category: 1,000 to 25,000 monthly streams (average).

3.16. Wallet: A virtual wallet that each Fan has within the app, to which tokens are transferred after winning an auction.The wallet is personal, and the Fan is the only one who knows its login credentials and is solely responsible for safeguarding its contents.

This wallet is automatically generated when the Fan registers through the provider’s infrastructure and operates under a self-custody system using integrated walletsSelf-Custody) mediante carteras integradas ((In-App Wallets).This means that the Fan is the sole owner and controller of their access keys and, therefore, has exclusive control over their assets.

To provide a simple experience (access via email) while maintaining true self-custody security, the wallet uses Multi-Party Computation (MPC) technology and is designed according to the Account Abstraction standard(ERC-4337).The Company acts solely as an infrastructure provider and sponsor of transaction costs on the network(gasless transactions via Paymaster), and under no circumstances does it have access to the Fan’s private keys or the ability to manage their cryptoassets without authorization.

3.17. Artist's Percentage of Ownership: The aggregate percentage of the Phonogram that the Artist declares and certifies as being owned by him or her at the time of publishing the Offer, in his or her capacity as a Phonogram producer, assignee, and/or licensee, and with respect to which he or she holds, free of any encumbrances or liens in favor of third parties, the exploitation rights and financial participation rights that he or she makes available to the App. The Artist’s Ownership Percentage defines the maximum total amount for which Offers, Auctions, and Financial Interests may be established through the App.

3.18. Ownership Document: A contractual document completed, accepted, and signed by the Artist exclusively through the App, in accordance with the template set forth in Annex VI, in which the Artist declares, identifies, and certifies: (i) ownership and the chain of title to the Phonogram; (ii) the Artist’s Percentage of Ownership with respect to the Phonogram; (iii) the absence of encumbrances, assignments, liens, options, exclusivity agreements, or obligations affecting the percentage being offered; and (iv) the supporting documentation provided for this purpose. The Ownership Document is not a document that can be downloaded, filled out, or signed outside the App: its completion, acceptance, and electronic signature are carried out entirely within the App, with the Company generating the corresponding electronic evidence (timestamp, hash, IP address, and device).

3.19. Offered Percentage: The specific percentage of the Artist’s Ownership Percentage that the Artist allocates to an Offer and, if applicable, to the resulting Auction through the App. The Offered Percentage will always be equal to or less than the Artist’s Ownership Percentage and defines the maximum Financial Stake that Fans may acquire in relation to that Phonogram through that Offer.

4. Legal Nature of the App and Absence of Advice

4.1. The App is a platform that acts as an intermediary between the Artist, who auctions off a share of the revenues generated and obtained from the exploitation of their Phonograms, and the Fan, who bids in Auctions of interest to them by purchasing Utilities.

4.2. Neither the App nor the Company provides financial, tax, investment, legal, accounting, musical, publishing, artistic representation, management, or agency services. Furthermore, they do not provide financial intermediation, payment institution, electronic money institution, investment, crowdfunding, or regulated market services. Nor do they act as managers, custodians, and/or parties responsible for the flow or administration of Users’ property, tokens, money, and/or assets within the App; they are limited to acting as intermediaries and making available to the Artist and the Fan all the elements and forms necessary for the proper and valid execution of the Auctions and the consequent acquisition of Economic Rights, Economic Participation, and Utilities.

4.3. The acquisition of an Economic Participation should not be construed as a guaranteed investment, deposit, guaranteed financial product, negotiable security, equity interest, loan, interest-bearing account, financial instrument, tradable cryptoasset, electronic money, interest in a company, share in general corporate profits, or acquisition of intellectual property rights or exploitation rights to the Phonogram.

4.4. The Fan decides to participate in the Auctions at their own risk, after reviewing the information available in the Offer and understanding that returns derived from the exploitation of a Phonogram may be nonexistent, variable, uncertain, declining, delayed, subject to third-party settlements, or affected by rights disputes.

4.5. The Company may require analyses, documentation, additional declarations, or access restrictions when, due to the structure of an Offer, the Tokens, or the Economic Participation, there may be regulatory risk related to finance, cryptoassets, payment services, consumers, advertising, or anti-money laundering.

5. Terms of Access and Registration

5.1. To access and use the App, the User must create an account, accept these Terms, provide accurate, complete, up-to-date, and lawful information, and pass the verification processes determined by the Company from time to time.

5.2. The User represents that he or she has sufficient legal capacity to enter into a contract. The App is intended exclusively for individuals 18 years of age or older. Registration and use by minors are prohibited, unless a specific procedure is established with valid authorization from legal guardians and in compliance with applicable regulations.

5.3. The Company may request, among other information, first and last names, company name, national ID or tax identification number (e.g., DNI/NIE/NIF), address, email address, phone number, date of birth, tax information, payment account, internal wallet, bank account information, professional information, identification documents, beneficial ownership declarations, information on the source of funds, billing information, and any other documentation necessary to verify identity, prevent fraud, or comply with legal obligations.

5.4. The User agrees to keep their credentials strictly confidential and is solely responsible for the safekeeping and confidentiality of both said credentials and the Tokens stored within the Wallet. It is therefore understood that Music Stocks is not and will not be liable under any circumstances for any loss, damage, and/or liability arising from the User’s negligent use of the Wallet, as it operates under a self-custody system managed by the User.

5.5. The Company may deny, suspend, or cancel registration if there are indications of falsification, fraud, identity theft, infringement of rights, breach of contract, international sanctions, money laundering, terrorist financing, reputational risk, misuse of the App, or regulatory noncompliance.

5.6. Registration as an Artist may require the signing of specific addenda regarding ownership guarantees, publication authorization, liability waivers, assignment or limited exploitation licenses, declarations of no conflicts of interest, and documentation proving rights to each Phonogram.

5.7. Registration as a Fan may require the signing of specific forms regarding product understanding, acceptance of risks, a statement of non-acquisition of intellectual property, a liability waiver, usage restrictions, tax information, and verification documentation.

6. Registration and Specific Obligations of the Artist / Rights Holder

6.1. The Artist represents and warrants, with respect to each Phonogram for which he or she auctions a royalty right through the App on the proceeds derived from its exploitation, that:

• (a) they are the exclusive owner of the intellectual property and exploitation rights to the Phonogram (including the rights of reproduction, distribution, public performance, making available, synchronization, transformation, and/or adaptation) for the entire duration of the Economic Rights in each Auction. In their capacity as a phonographic producer, assignee, and/or licensee, the Artist warrants that they hold the necessary Economic Participation so that the portion allocated to the Auction may be deducted, in whole or in part, from their own percentage of revenue. The Artist must expressly declare and specify said percentage of the Economic Participation in the Issuance Annex (see 3.17);

• (b) they are authorized to offer the Economic Participation that is the subject of the Auction and to fulfill all obligations assumed toward the Fan;

• (c) the Offer does not violate any contract, agreement, or commitment with third parties that could in any way harm, hinder, and/or prevent the Fan from freely exercising the Economic Rights obtained;

• (d) there are no claims, liens, encumbrances, restrictions, reservations of rights, litigation, ownership disputes, unauthorized samples, unlicensed underlying works, pending related rights, missing authorizations, or restrictions that would prevent the Offer from taking effect;

• (e) all metadata, ISRCs, percentages, settlement accounts, revenue histories, forecasts, splits, titleholders, participants, and data provided are accurate, complete, and not misleading;

• (f) they have obtained the necessary authorizations from authors, performers, producers, record labels, distributors, collecting societies, contributors, publishers, artistic producers, and other persons or entities involved in the production and creation of the Phonogram;

• (g) they have paid and will continue to pay, as applicable, all amounts due to such third-party collaborators and/or parties involved in the production and creation of the Phonogram in a timely manner;

• (h) they shall not offer economic rights to revenue that has already been assigned, pledged, sold, advanced, committed, frozen, or otherwise encumbered in favor of third parties, unless expressly disclosed and previously accepted by the App and the Fans, where applicable;

• (i) they shall not engage in fraudulent practices involving the purchase and/or inorganic generation of listens and/or plays of the Phonogram (“bots”) or similar activities through digital platforms that could result in penalties imposed by such platforms or the permanent removal of the Phonogram.

• (j) they have completed, accepted, and signed the Ownership Document within the App in accordance with the template set forth in Annex VI, identifying and proving to the Company: (i) ownership and the chain of title to the Phonogram; (ii) the Artist’s Ownership Percentage; (iii) the absence of encumbrances, assignments, liens, options, exclusivity agreements, or obligations affecting the Offered Percentage; and (iv) the supporting documentation provided. The Artist declares that all information and documentation included in the Ownership Document is true, accurate, complete, and current, and undertakes to immediately notify the Company of any change or supervening circumstance that may affect its content.

6.2. The Artist agrees to provide any documentation requested by the Company, including, where applicable, production, assignment, and distribution contracts; aggregation agreements; certificates of ownership; split sheets; statements from collaborators; historical settlement statements; reports from streaming platforms and/or distributors; statements from collecting societies; or any other reasonable evidence of rights and revenue.

6.3. The Artist shall be solely responsible for the accuracy, adequacy, and legality of the Offer, the Phonogram, and the published information, without prejudice to the Company’s right to review, remove, or suspend such content.

6.4. The Artist shall be solely responsible for addressing and resolving any claim, damage, penalty, cost, expense, liability, loss, compensation, professional fees, or harm arising from:

• (a) absence, insufficiency, or dispute regarding ownership of the Phonogram;

• (b) infringement of intellectual property rights, industrial property rights, image rights, rights to reputation, privacy rights, publicity rights, personal data rights, trademark rights, stage names, or any other rights of third parties;

• (c) falsehoods, inaccuracies, or omissions in the Offer;

• (d) failure to meet profit targets;

• (e) claims by co-authors, performers, producers, record labels, distributors, aggregators, managers, publishers, collecting societies, collaborators, investors, fans, or any other third parties;

• (f) failure to comply with applicable regulations or these Terms.

6.5. In the event of a breach and/or inaccuracy on the part of the Artist regarding the warranties and representations contained herein, or in the event of any possible claim, damage, penalty, cost, liability, etc., the Artist shall hold the Company, its directors, employees, collaborators, suppliers, and other affiliated entities, as well as the Fan, harmless, and shall also be liable for any damages that such breach and/or inaccuracy may cause to the Company, the Fan, or any other third party.

6.6. The Artist grants the Company a non-exclusive, royalty-free, worldwide license, for as long as necessary to provide the App, to use the Artist’s stage name, promotional image, biography, materials, album covers, excerpts, metadata, trademarks, distinctive signs, clips, links, and content provided by the Artist for the purpose of publishing, promoting, operating, documenting, and conducting the Offers/Auctions.

6.7. The Artist may not withdraw, modify, or cancel an active Offer once it has been published, unless authorized by the Company or for a justifiable reason. If an awarded Offer cannot be fulfilled for reasons attributable to the Artist, the Artist shall be liable to the Company and the affected Fans for any damages caused and shall undertake to propose alternatives that may in some way mitigate the damage caused.

6.8. The Artist agrees to fulfill, in a timely and diligent manner, each of the Utilities purchased by Fans in each Auction. To that end, the Artist must contact the Fan—either personally or through their team—to fulfill each of the Utilities bid on and purchased by the Fan.

Communication between the Artist (or their team) and the Fan for the coordination and fulfillment of the Utilities (including invitations, links, files, or any other medium) will always take place through the messaging channels or tools enabled within the App, ensuring the protection and non-disclosure of the personal and direct contact information of both Users, in accordance with the provisions of the Privacy Policy.

7. Registration and Specific Obligations of Fans

7.1. The Fan hereby declares that he or she understands and expressly agrees that obtaining an Economic Participation:

• (a) grants only a right to share in the economic proceeds derived from the exploitation of the Phonogram and actually generated through the Spotify and YouTube platforms, in accordance with the terms set forth in each specific Offer by the Artist and in accordance with the reports and statements provided by each entity responsible for the digital distribution of the Phonograms;

• (b) does not, under any circumstances, transfer ownership of the Phonogram, nor does it constitute any type of license, assignment, and/or act transferring ownership of the Phonogram, which shall remain entirely with the Artist;

• (c) does not, under any circumstances, transfer any intellectual property rights, rights of use, reproduction, distribution, public performance, adaptation, making available, synchronization, licensing, editing, or management of the Phonogram; such rights shall remain entirely and exclusively with the Artist;

• (d) does not authorize the Fan, under any circumstances, to exploit, monetize, upload, distribute, license, modify, sample, synchronize, record, block, claim, remove, manage, sublicense, or use the Phonogram in any way, whether for commercial or noncommercial purposes;

• (e) does not confer authority over artistic direction, creative control, campaign approval, or decisions regarding distribution, pricing, marketing, or agreements with labels, platforms, aggregators, or collecting societies;

• (f) does not guarantee minimum returns, recovery of the amount paid through the purchase of Utilities via auction, liquidity, resale, capital gains, periodic income, or continued operations;

• (g) is non-transferable, meaning such Economic Participation may not be traded or resold.

7.2. The Fan acknowledges that the revenues derived from the exploitation of a Phonogram depend on multiple factors, including public consumption, algorithms, platforms, territories, content removal, contractual changes, rights disputes, monetization policies, streaming fraud, third-party settlements, exchange rates, taxes, withholdings, commissions, and delays.

7.3. The Fan agrees not to file any claims regarding intellectual property, monetization, copyright strikes, content removal, Content ID, blocking, editorial administration, or management of the Phonogram solely on the basis of having acquired an Economic Participation.

7.4. Fans should carefully review each Offer before bidding, including the offered percentage, type of return, participation period, calculation basis, available historical data, risk warnings, included Utilities and associated price, limitations, delivery terms, deadlines, taxes, commissions, and auction rules.

7.5. The Fan will be responsible for their bidding decisions and for any tax consequences that may arise from the acquisition, holding, transfer, redemption, or receipt of returns.

7.6. The Fan will be solely responsible for safeguarding their credentials and Tokens through their Wallet. The Company will maintain an internal record of user registrations and the Tokens allocated to each user, but will at no time have knowledge of the User’s access credentials or control over the Tokens acquired by the Fan, which are managed through a self-custody system using a technological infrastructure based on blockchain.

7.7. All expenses associated with and necessary for the implementation, fulfillment, and/or execution of the activities and/or actions related to the acquired Utilities shall be borne by the Fan.

7.8.The Fan agrees to pay the amount corresponding to the Utilities purchased through the payment channels and methods enabled in the App at the time of placing a Bid. The funds will be received and held in an escrow account by the payment provider duly authorized and designated by the Company for this purpose. If the Fan validly exercises their right of withdrawal before the Auction ends, the funds will be refunded in full. Once the Auction has ended and the Tokens have been awarded (at which point the right of withdrawal expires in accordance with clause 16), the payment provider will hold the funds in escrow and proceed to credit them to the Artist in accordance with the schedule linked to the progressive fulfillment of the Utilities, under the terms and within the timeframes set forth in the Issuance Annex.

8. Publication of Offers/Auctions

8.1. Each Offer that the Artist intends to launch must be coordinated in advance with the Company by completing the Issuance Annex and must include, at a minimum:

• (a) identification of the Artist and the commercial title of the Phonogram;

• (b) ISRC, release date, distribution platforms, and the primary distributor/aggregator responsible for payments;

• (c) the percentage of Economic Participation offered;

• (d) the revenues on which the Economic Participation is based and the platforms through which such revenues are generated, as well as the frequency and method of payment for such revenues;

• (e) the term of the Economic Participation;

• (f) the number and description of Auctions associated with said Offer, the Category to which the asset belongs, and the duration of the Auction;

• (g) the App Commission and applicable costs;

• (h) historical information on returns generated by the Artist;

• (i) disclaimers regarding the absence of any income guarantee;

• (j) conditions for the realization of the Utilities and their payment by the Fan;

• (k) representations and warranties by the Artist;

• (l) restrictions on participation based on territory, age, regulations, or user profile.

8.2. The Company may review, request clarification, reject, suspend, remove, or modify the visibility of any Offer/Auction when it determines that it may be unlawful, misleading, incomplete, risky, in violation of third-party rights, contrary to these Terms, or harmful to Users or the App.

8.3. The publication of an Offer/Auction does not constitute full validation by the Company of the Phonogram’s ownership, value, performance, legality, adequacy of documentation, or absence of risks. The Company may conduct reasonable checks but does not assume a general obligation to perform legal, financial, musical, or intellectual property audits.

9. Auctions, Bids, and Awarding

9.1. Once an Offer is published, the Auction will begin. It will take place exclusively through the App and will last for a maximum of fifteen (15) calendar days, during which Fans may bid to acquire the Utilities associated with each Auction, each of which will have an individual price assigned.

9.2. If, during the course of the fifteen (15) days, a Fan bids for all the Utilities associated with an Auction, that Auction will end at that moment, and the Fan will be awarded a number of Tokens equal to the Utilities acquired.

9.3. The Auction may also end before the fifteen (15) days have elapsed if the Artist has set a sufficiently high maximum price for that Auction and that price has been reached by a Fan through their bids on the Utilities.

9.4. Once the fifteen (15) days have elapsed without any of the above situations occurring, the Auction will end and be awarded to the Fan who first bid on the Utilities. The allocation of the Utilities and the Fan’s percentage share of the implicit Economic Rights will therefore be determined on a “first-come, first-served” basis in the Auction.

9.5. Once an Auction has been awarded to a Fan, the Fan will receive in their Wallet a number of Tokens equal to the amount of Utilities acquired, which they may redeem for each of said Utilities through the communication channels provided by the App to contact the Artist and/or their team.

9.6. Validly submitted bids are binding and irrevocable and may not be withdrawn except in the event of a technical error attributable to the App, cancellation of the Offer, a serious incident, fraud, force majeure, or cases expressly provided for, without prejudice in any case to the exercise of the right of withdrawal within the statutory period (see Section 16, Right of Withdrawal).

9.7. The Company may cancel, suspend, or void an Auction or award if it detects manipulation, collusion, artificial bids, the use of multiple accounts, fraud, a manifest error, a regulatory violation, a claim of rights, or a breach of these Terms.

9.8. Once the Auction has been awarded, the Fan and the Artist shall be obligated to execute the necessary contractual documents made available by the Company, including the award document, the risk acceptance form, the assignment of Economic Participation in revenues derived from the exploitation of the Phonogram, and, where applicable, the profit-sharing terms.

9.9. The publication of the Offer, the start of the Auction, and, where applicable, the award and subsequent issuance of Tokens to the winning Fan are, in all cases, subject to the condition precedent consisting of the Artist’s prior completion, acceptance, and signature of the Ownership Document in accordance with the template set forth in Annex VI, and to the Company’s validation of the information and supporting documentation provided in said Ownership Document. Until the Company has positively verified the ownership and chain of title to the Phonogram, the Artist’s Ownership Percentage, and the absence of encumbrances, assignments, or limitations affecting the Offered Percentage, the Auction shall not be binding on the Fan, and no Tokens shall be delivered nor funds released to the Artist; such funds shall remain in the escrow account provided for in clause 7.8. If the validation is unsuccessful or if the Artist fails to provide the required documentation within a reasonable timeframe specified by the Company, the Company may cancel the Auction in accordance with clause 9.7, refund the amounts to the Fan, and, where applicable, take appropriate legal action against the Artist for breach of their representations and warranties.

10. Tokens, Conversion, and Payment of Utilities

10.1. Tokens are indivisible units generated within the App using blockchain technology; they are issued in association with a specific Utility and the Economic Rights acquired by the Fan in each Auction.

10.2. After a Fan is awarded an Auction, a number of Tokens equivalent to the number of Utilities and the Economic Rights acquired will be stored in their Wallet; these Tokens will be redeemable for both said Utilities and the Economic Rights.

10.3. The Tokens shall have only the functions described above and are considered Type II crypto-assets subject to MiCA regulation as “other crypto-assets.” It is therefore understood that the Tokens:

• (a) are not legal tender;

• (b) are not electronic money or a generally accepted payment instrument;

• (c) are not a financial instrument, negotiable security, equity interest, deposit, bank account, investment product, or crypto-asset tradable on external markets;

• (d) do not accrue interest;

• (e) do not confer political, corporate, voting, or participation rights in the Company;

• (f) may only be used within the App and in accordance with these Terms.

10.4. The Tokens shall be exchangeable for the Utilities acquired and for exercising the Economic Rights in accordance with the specific terms of each Auction.

10.5. To ensure the proper coordination and fulfillment of the Utilities, the Fan may communicate with the Artist and/or their team through the App. As Tokens are redeemed for the acquired Utilities, the Fan will be obligated to pay the Artist for each Utility in accordance with the prices published in the Offer/Auction.

10.6. The Fan’s receipt of the Economic Participation will be subject to the terms expressly published in the Offer and in these Terms.

10.7. Both the Fan and the Artist must sign all necessary forms, contracts, and/or documents requested through the App in order to comply with all of the foregoing. If such documents are not signed, the execution of the Utilities and/or the receipt of the Economic Rights as described above cannot be guaranteed.

10.8. Except for the valid exercise of the right of withdrawal by the Fan, Tokens purchased and used in valid transactions are non-refundable, without prejudice to the mandatory rights applicable to consumers and users.

10.9. The Company may modify the Token system, suspend it, or replace it with another system when necessary for regulatory, technical, commercial, or security reasons, while respecting acquired rights and notifying Users with reasonable advance notice whenever possible.

10.10. If, due to the final configuration of the Token or the business model, specific regulations governing payment services, electronic money, financial instruments, investment services, crowdfunding, or anti-money laundering apply, the Company may adapt these Terms, restrict certain features, or require additional procedures before allowing users to conduct transactions.

11. App Commission

11.1. For each transaction made by the Fan through the payment gateway enabled by the App for the purchase of Utilities, the Company will receive the commission set forth in Section 3.13, equivalent to two percent (2%) of the total value of the Bid.

11.2. This App Commission will be calculated based on the Bid amount and will be itemized in a fully transparent manner for the Fan before the Fan confirms payment. Apart from this two percent (2%) commission and the third-party payment gateway processing costs (as previously disclosed), no other fees, handling charges, or hidden commissions will be passed on to the Fan in addition to the price of the Utilities purchased.

11.3. The App Commission applicable to the Artist (equivalent to two percent (2%) of the Offer) will be automatically deducted and settled upon the release of funds from theescrow account, in accordance with the terms of the Issuance Annex.

11.4. The App Commission is understood to be exclusive of any indirect taxes, withholdings, payment fees, bank charges, third-party technical infrastructure fees, settlement costs, refunds, or chargebacks that may apply.

11.5. The Company may modify the App Commission for future transactions by updating these Terms and providing prior notice to the User. Such modifications will not affect transactions that have already been confirmed, unless required by law or expressly agreed upon.

12. Economic Participation and Distribution of Proceeds

12.1. The Economic Participation acquired by the Fan shall be limited to the percentage, Phonogram, Economic Rights, term, and other conditions defined in the awarded Auction and in these Terms.

12.2. Unless expressly provided for in the Offer, the Economic Participation shall only include a right to share in the net revenues actually generated and obtained by the Artist from the exploitation of the Phonogram through the Spotify and YouTube platforms. By way of example and without limitation—and without the following list being exhaustive—the Economic Participation shall not include:

• (a) copyrights in musical compositions or lyrics;

• (b) publishing rights;

• (c) moral rights;

• (d) image rights, trademark rights, or stage name rights;

• (e) income derived from live performances, merchandising, sponsorships, advertising, NFTs, audiovisual content, derivative works, re-recordings, remixes, samples, covers, or synchronizations;

• (f) advances, grants, awards, indemnities, compensation, corporate income, or any income not expressly included;

• (g) any other economic rights arising from any uses and/or exploitations other than those specified in this section.

12.3. Payments to the Fan will be made directly by the entity responsible for the digital distribution of the Phonogram and at the same frequency agreed upon between that entity and the Artist. The Fan will have prior access to such information, which will form part of the Offer. In the absence of direct payment by the distributor, the Artist, either directly or through third parties, will pay the Fan their Economic Participation periodically within thirty (30) days following the close of each payment period.

12.4. The Company may, in exceptional cases, request and/or implement the temporary suspension of payments of the Economic Rights acquired by the Fan when the Fan has not paid the Artist the amounts related to Utilities from Tokens that have already expired under the conditions set forth in these Terms. Once the Fan has paid for those Utilities whose Tokens have been validly redeemed, payments of Economic Rights will resume.

12.5. Royalty payments to the Fan may be subject to minimum revenue thresholds set by digital distributors; consequently, no amount may be paid during certain payment periods even if revenue was generated during those periods, as this is standard practice within the industry. Such amounts will be paid to the Fan in the settlement period immediately following the moment the minimum revenue threshold established by the digital distributor is reached. The Fan will be notified of this information.

12.6. Settlements of the Fan’s Economic Participation may be subject to delays arising from digital platforms, distributors, aggregators, collecting societies, labels, territories, audits, adjustments, refunds, streaming fraud, blocks, claims, or changes in monetization policies for which the Company assumes no liability.

12.7. If any amounts are found to have been improperly paid to the Fan, the Company may offset them against future payments, request their return, or take the appropriate contractual and legal measures.

12.8. The Fan may view, within the App when available, reasonable information regarding their Economic Participations, settlements, transaction history, and tax documentation.

12.9. The Company does not guarantee that the Artist or third parties will provide complete, timely, or verifiable information. However, it may suspend Offers, withhold payments, request an audit, or take other measures if there are indications of noncompliance.

13. Utilities

13.1. Utilities are benefits, premium services, exclusive experiences, privileges, access, and/or advantages in general offered by the Artist to the Fan in the context of an Auction, through which the Fan can bid to obtain the Economic Participation. Depending on the Category to which each song or musical asset belongs, the Artist may offer certain Utilities to their Fans.

13.2. Utilities are redeemable for Tokens.

13.3. Examples of Utilities may include, but are not limited to, private concerts, meet-and-greets, dinners, studio visits, video calls, access to rehearsals, autographed merchandise, exclusive content, or invitations to events.

13.4. Unless otherwise specified, travel, lodging, per diem, visas, insurance, companions, personal expenses, taxes, or any costs not expressly described in the Offer and/or Auction are not included.

13.5. The Artist must fulfill the Utilities in accordance with the terms offered. If the Artist is unable to fulfill them for a valid reason, the Artist must offer an alternative date, an equivalent benefit, or a reasonable solution, without prejudice to the Fan’s rights under applicable regulations.

13.6. The Company shall not be liable for any failure to fulfill Utilities attributable to the Artist, the Fan, or third parties, without prejudice to its right to mediate, suspend accounts, withhold amounts, withdraw Offers, or take measures to protect Users.

13.7. The Fan must behave in a respectful, lawful, and safe manner during any experience associated with a Utility. The Company or the Artist may deny access or terminate the experience in the event of abusive, violent, harassing, discriminatory, unlawful, dangerous, or any other conduct contrary to these Terms.

14. Intellectual and Industrial Property. Distinctive Signs.

14.1. All intellectual and industrial property rights in the App, software, databases, interface, trademarks, designs, distinctive signs, texts, logos, algorithms, documentation, and content owned by the Company belong to the Company or its licensors and are under no circumstances subject to assignment and/or licensing under these Terms and shall continue to belong exclusively to the Company.

14.2. Once registered, the User receives only a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the App in accordance with these Terms.

14.3. The Artist represents and warrants that they are the sole owner and exclusively hold all intellectual property and exploitation rights to the Phonograms for which they auction the Economic Rights through the App, in their capacity as the producer of said Phonograms and/or as the licensee and/or assignee of such rights, which they shall hold for the entire duration of the assignment of the Economic Rights, as well as over the rights to all materials, artwork, covers, designs, and other similar and/or related elements accompanying the Phonogram.

14.4. The publication of an Offer or the award of an Auction does not imply the transfer to the Company or to the Fans of any intellectual property rights or rights to exploit the Phonogram, except for the contractual Economic Participation expressly awarded to the Fan and the limited operational authorization granted to the Company. Consequently, neither the Fan nor the Company nor any third party other than the Artist may make any use of or exploit the Phonogram or any analogous material and/or material related thereto.

14.5. The Artist represents and warrants that the Phonograms for which they intend to auction the Economic Rights through the App do not infringe the rights of third parties and that they have not used pre-existing elements and/or productions in their creation, and further declare that they have not engaged in so-called “sampling” within the music industry. In this regard, the Artist is solely liable for any claim, damage, indemnification, lawsuit, and/or expense that may arise from the inaccuracy of the foregoing representations and warranties, thereby exempting both the Company and the Fan from any liability and assuming responsibility for any damages that may be caused to either the Company or the Fan.

14.6. If a third party believes that an Offer, Phonogram, content, or Utility infringes its rights, it may report this to support@musicstocks.io, providing identification, the right being asserted, the affected content, supporting documentation, and contact information. The Company may remove or suspend the content as a precautionary measure.

15. User Content and Prohibited Conduct

15.1. The User warrants that all content, data, documents, images, audio, video, links, statements, or information that the User publishes or provides is truthful, lawful, and does not infringe on the rights of third parties.

15.2. The following is prohibited:

• (a) using the App for illegal, fraudulent, deceptive, speculative, abusive, or bad-faith purposes;

• (b) introducing malware, unauthorized scraping, attacks, reverse engineering, or system overload;

• (c) posting content that is offensive, discriminatory, violent, defamatory, sexually explicit without consent, infringes on rights, or promotes unlawful activities;

• (d) impersonating others or falsifying documentation;

• (e) circumventing security controls, KYC procedures, transaction limits, or territorial restrictions;

• (f) using the App for money laundering, terrorist financing, tax evasion, payment fraud, or sanctions violations;

• (g) contacting other Users to circumvent the App, avoid fees, or conduct transactions outside the platform regarding published Offers.

15.3. Failure to comply may result in suspension, account termination, freezing of Tokens, cancellation of transactions, withholding of funds, reporting to authorities, or legal action.

16. Right of Withdrawal

16.1. The Fan will have a maximum legal period of fourteen (14) calendar days from the date on which they formalize their Bid (purchase commitment) to exercise their right of withdrawal, without needing to provide a reason and without incurring any penalty. To exercise this right, the Fan must send an email to support@musicstocks.io clearly stating their decision. For this purpose, the Fan may use the Withdrawal Form.

16.2. Legal Limit on the Right of Withdrawal: In accordance with Article 13(5) of Regulation (EU) 2023/1114 (MiCA), the right of withdrawal may not be exercised under any circumstances once the Auction period has ended. Therefore, if the Auction ends (either because the 15-day period has elapsed or because all the Utilities have been acquired as provided for in Section 9) before 14 days have passed since the Fan’s Bid, their right of withdrawal will automatically expire at the exact moment the Auction closes.

16.3. Once the right of withdrawal has been validly exercised (provided the Auction is still active), the Fan’s Bid will be canceled, and the Company will refund the full amount withheld, without any penalty. The refund will be made using the same payment method used by the Fan, unless otherwise specified, within fourteen (14) calendar days following receipt of the notice.

16.4. Since the right of withdrawal invariably expires at the end of the Auction, once the Auction is awarded, the corresponding Tokens will be effectively issued (minted) on the blockchain and permanently credited to the Fan’s Wallet, at which point the ability to redeem Utilities and the accrual of the associated Economic Participation will begin. From this point forward, the Tokens will not be refundable.

16.5. The right of withdrawal shall not apply in cases legally excluded pursuant to Article 103 of the consolidated text of the General Law for the Protection of Consumers and Users (TRLGDCU).

16.6. The Company may provisionally suspend the processing of a withdrawal request in the event of reasonable grounds to suspect fraud, identity theft, or regulatory noncompliance, and shall duly notify the Fan.

17. Risks Accepted by the Fan

17.1. Before participating, the Fan declares that they understand and accept, among others, the following risks:

• (a) the risk that the Phonogram will not generate revenue;

• (b) the risk that revenue will decrease or cease;

• (c) the risk of late, incomplete, or corrected payments by third parties;

• (d) the risk of a dispute over ownership of the Phonogram;

• (e) the risk of the Phonogram being removed from platforms;

• (f) the risk of streaming fraud, blocks, penalties, or negative adjustments;

• (g) tax and withholding risks;

• (h) the risk of illiquidity or the inability to resell the Economic Participation;

• (i) the risk of regulatory changes affecting Tokens, payments, Economic Rights, or the operation of the App;

• (j) the risk of failure to fulfill the Utilities due to causes attributable to the Artist or force majeure;

• (k) the risk of technological failures, cybersecurity incidents, unavailability, or errors.

17.2. Historical performance data, if provided, is for informational purposes only and does not constitute a guarantee, reliable forecast, recommendation, or promise of future returns.

17.3. The Fan must not bid or commit amounts that they are not prepared to lose, either in whole or in part.

18. Artist’s Waivers, Warranties, and Indemnification

18.1. The Artist releases the Company and the Fan from any liability arising from third-party claims related to the Phonograms, intellectual property rights, rights offered, Utilities, published information, ownership, authorizations, prior contracts, splits, samples, metadata, distribution, settlements, or breaches by the Artist.

18.2. The Artist shall hold the Company and the Fan harmless from any claims, penalties, damages, costs, and expenses—including reasonable attorneys’ and legal representatives’ fees—arising from the foregoing circumstances and shall be liable for any damages and/or losses that such actions may cause to the Company or the Fan.

18.3. If a claim is filed by a third party that contravenes the Artist’s representations and/or warranties set forth in these Terms, the Company may suspend the Offer, block awards, withhold payments, remove the Phonogram from the App, cancel Utilities, request documentation, or terminate the relationship with the Artist.

18.4. The obligations regarding indemnification and liability for damages shall survive the termination of the account, removal of the Offer, or termination of the Economic Participation.

19. Liability of the Company

19.1. The Company will provide the App with reasonable care, but does not guarantee uninterrupted availability, freedom from errors, continuity, compatibility with all devices, the absence of vulnerabilities, or financial results.

19.2. The Company shall not be liable for:

• (a) the truthfulness or accuracy of information provided by Artists or third parties;

• (b) the actual ownership of the Phonograms beyond the verifications it decides to and/or is able to perform;

• (c) the future returns or liquidity of Economic Participations;

• (d) breaches by Artists, Fans, payment providers, distributors, music platforms, collecting societies, or third parties;

• (e) loss of opportunities, loss of profits, reputational damage, loss of data not attributable to willful misconduct or gross negligence, or decisions made by the User;

• (f) unavailability due to maintenance, force majeure, cyberattacks, third-party failures, regulatory changes, or causes beyond reasonable control.

19.3. Nothing in these Terms excludes or limits the Company’s liability when such exclusion or limitation is not permitted by mandatory law, particularly with respect to consumers.

20. Taxation

20.1. Each User is responsible for complying with their tax, accounting, billing, reporting, filing, and withholding obligations arising from their activity on the App.

20.2. The Artist is responsible for reporting income earned from the sale or transfer of Economic Participations, from Utilities, and from any other transaction conducted through the App.

20.3. The Fan is responsible for reporting, where applicable, income, gains, losses, transfers, refunds, Token exchanges, or amounts received.

20.4. The Company does not provide tax advice. Users must consult with their advisors regarding the specific tax consequences of each transaction.

21. Prevention of Fraud, Money Laundering, and Sanctions

21.1. The Company may implement identity checks, document verification, beneficial ownership checks, source-of-funds checks, sanctions screening, transaction limits, transaction monitoring, account freezing, and reporting to authorities when required or reasonably necessary.

21.2. The User agrees not to use the App for illegal activities, money laundering, terrorist financing, fraud, tax evasion, sanctions evasion, market manipulation, concealment of the source of funds, or any other prohibited purpose.

21.3. The Company may withhold, block, or reject transactions when there are indications of legal risk, fraud, regulatory noncompliance, or a request from a competent authority.

22. Data Protection

22.1. The Company will process Users’ personal data in accordance with the GDPR, Organic Law 3/2018, and the Privacy Policy available on the App or by contacting support@musicstocks.io.

22.2. The main purposes of processing will include registration management, identity verification, provision of the App, Auction management, Tokens, settlements, customer service, fraud prevention, legal compliance, operational communications, claims, security, commercial communications when there is a legal basis, and any other purposes related to the relationship between the parties.

22.3. The legal bases may include contractual performance, compliance with legal obligations, legitimate interest, consent, and, where applicable, the defense against claims.

22.4. Data may be disclosed to technology providers, payment processors, advisors, authorities, financial institutions, KYC/AML providers, Artists or Fans, music distributors, and/or content aggregators to the extent necessary to carry out operations, and to other third parties necessary for the effective provision of the services offered through the App.

22.5. The User may exercise their rights of access, rectification, erasure, objection, restriction, and portability by sending an email to support@musicstocks.io . Furthermore, they have the right to file a complaint with the Spanish Data Protection Agency (AEPD) if they consider their rights have been infringed.

22.6. The Artist warrants that they have a sufficient legal basis to disclose to the Company the personal data of collaborators, representatives, owners, participants, guests, or recipients of the Utilities or Economic Participation.

23. Commercial Communications and Cookies

23.1. The Company may send operational communications related to the account, Auctions, Tokens, settlements, security, contractual changes, or incidents.

23.2. Commercial communications will be sent in accordance with applicable regulations and, when necessary, with the User’s prior consent or based on a prior contractual relationship regarding similar products or services, with the option to opt out in each communication.

23.3. The App will use cookies, SDKs, identifiers, pixels, or similar technologies in accordance with the Cookie Policy, including, where applicable, granular consent mechanisms.

24. Suspension, Cancellation, and Termination

24.1. The User may request the closure of their account in accordance with the procedure available in the App, without prejudice to any outstanding obligations, ongoing transactions, settlements, legal data retention requirements, or accrued liabilities.

24.2. The Company may suspend or cancel an account, Offer, Auction, Economic Participation, Utility, or feature when:

• (a) there is a breach of these Terms;

• (b) false information, fraud, abuse, or manipulation is detected;

• (c) there is a third-party claim regarding rights;

• (d) it is necessary for legal compliance, a government agency’s request, or risk prevention;

• (e) the account remains inactive for an extended period;

• (f) there are payment issues, chargebacks, or non-payments;

• (g) the User poses a reputational, legal, technical, or security risk.

24.3. Termination shall not affect rights and obligations already accrued, payment obligations, pending settlements, indemnities, confidentiality, intellectual property, tax matters, document retention, or dispute resolution.

25. Modification of the Terms

25.1. The Company may modify these Terms for legal, technical, operational, regulatory, commercial, security, or App development reasons.

25.2. Modifications will be notified via the App, email, or a visible posting with reasonable advance notice when they substantially affect Users.

25.3. If the User does not accept the amendments, they must stop using the App and may request to cancel their account. Continued use after the amendments take effect shall constitute acceptance thereof, unless express consent is required by law.

25.4. The essential terms of already confirmed transactions will not be modified retroactively to the detriment of the User, except as required by law, by a decision of a regulatory authority, in cases of fraud or manifest error, or by agreement of the affected parties.

26. Assignment

26.1. The User may not assign, transfer, encumber, or sublicense their account, Tokens, Economic Participations, collection rights, or contractual position without the Company’s prior authorization, unless the App expressly provides for secondary transfer mechanisms and the applicable requirements are met.

26.2. The Company may assign its contractual position, in whole or in part, to group companies, successors, business acquirers, entities resulting from restructuring, or third parties that continue to provide the App, while respecting Users’ rights and applicable regulations.

27. Resale or Secondary Market

27.1. Unless expressly permitted within the App, Economic Participations may not be resold, traded, or transferred.

27.2. If the App enables a secondary market, trading board, or transfer mechanism, specific terms and conditions, eligibility checks, pre-contractual information, limits, fees, tax considerations, and additional regulatory analysis will apply.

27.3. The existence of a transfer mechanism does not guarantee liquidity, a counterparty, a minimum price, recovery of the principal amount, or the continuity of the market.

28. Confidentiality

28.1. Users may have access to non-public information regarding Phonograms, settlements, contracts, strategies, operational data, financial terms, the identity of third parties, or the Artist’s documentation.

28.2. The User agrees to keep such information confidential and not to disclose, reproduce, exploit, or use it for purposes other than participation in the App, unless authorized or required by law.

28.3. The confidentiality obligation shall survive the cancellation or termination of the account.

29. Complaints and Customer Service

29.1. Users may contact the Company regarding inquiries, issues, or complaints at support@musicstocks.io, Avda. Menéndez Pelayo 89, 28007 Madrid, or via the Contact Form.

29.2. The Company will acknowledge receipt of and process complaints within a reasonable timeframe, requesting the necessary information and reserving the right to seek the cooperation of the Artist, Fan, payment provider, or affected third party.

29.3. If the User is acting as a consumer, they may resort to the applicable out-of-court dispute resolution mechanisms. The Company will inform Users, where applicable, of whether or not it participates in consumer arbitration systems.

30. Force Majeure

30.1. Neither party shall be liable for any failure to perform or any delay caused by events beyond its reasonable control, including natural disasters, fires, pandemics, strikes, labor disputes, telecommunications failures, cyberattacks, unavailability of music platforms, regulatory changes, acts of government, wars, riots, failures of critical suppliers, or widespread service disruptions.

30.2. The affected party must notify the other party of the situation as soon as reasonably possible and take proportionate measures to mitigate its effects.

31. Partial Invalidity

31.1. If any provision of these Terms is declared null, invalid, or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.

31.2. The affected provision shall be interpreted or replaced by a valid provision that most closely approximates the intended economic and legal purpose, while complying with mandatory regulations.

32. Governing Law and Jurisdiction

32.1. These Terms shall be governed by Spanish law.

32.2. When the User acts as a consumer, any dispute shall be submitted to the competent courts in accordance with consumer and user protection laws, without prejudice to the User’s mandatory rights.

32.3. When the User acts as a business or professional and the applicable regulations permit an agreement on jurisdiction, the parties submit to the courts and tribunals of Madrid, expressly waiving any other jurisdiction that might apply to them.

33. Acceptance

33.1. The User declares that they have read, understood, and accepted these Terms, as well as the applicable policies, annexes, forms, and specific conditions.

33.2. Acceptance may be made via electronic signature, a checkbox, double confirmation, validation within the App, signature of a separate document, or any other mechanism that provides evidence of consent.

33.3. The Company will retain evidence of acceptance, the version of the Terms, the date, time, IP address, User ID, device, and any other records necessary to verify the agreement.

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