Terms of Use

INDEX:

1. Definitions
2. General conditions; access and use of services
3. What you can do and what you can't do
4. Prices
5. Duration and termination
6. Intellectual property rights
7. Fraud
8. Privacy
9. Warranty. Limitation of Liability
10. Several

Definitions

For a better understanding of the T&Cs, here we clarify some of the definitions that we are going to use.

"Customer" means any person who accesses, registers for or uses any of the Music Services.

"Music Distribution" means any transfer and/or broadcast by any means of transmission (data, media, Internet, Internet radio, stores, mobile, wireless, satellite and other similar systems, whether currently known or future), of the End User's content in multiple digital formats (music videos, permanent downloads, subscriptions, streams , time-based downloads, ringtones, ringback tones, and any other means).

"DSP" means any digital point of sale (music download platforms, music streaming, radio stations, television networks and mobile networks), which allows Customers to consume End User content.

"End User " may be an artist, composer, author, producer, agent, royalty recipient, rights holder and authorized persons who have the right to exploit specific musical content and use the Platform or part thereof.

"User Content" "final" : all intellectual property content (musical works, recordings, video clips, lyrics, logos, covers and photos) over which the End User has the necessary exploitation rights.

"Platform ": refers to the digital music distribution platform available at https://xolomusic.es

"Service ": is the service offered by XOLO.MUSIC through the Platform, with the purpose of making the End User's content available on digital music services.

General conditions; access and use of services

2.1 During the duration and subject to your compliance with these Terms of Use, you have the right to access the Platform and enjoy the service we provide to you through it.

2.2 For information purposes, the features of the Platform include, among others, the following:

• Uploading End User Content to the Platform for availability on digital music services.
• Selection of the channels, territories and digital music services in which End Users want their content to be available.
• Optional services including quality control, distribution, updates and storage.
• Pay the prices corresponding to the contracting services directly.
• Hosting of End User Content.
• Rating, processing and transmission to digital music services.
• Updating works distributed on digital music services.
• Removal of content.
• Assignment of codes (ISRC, UPC, ISWC).
• Access reports on sales and usage of End User Content on digital music services.
• Request payment of royalties generated by End User Content.
• Manage and receive related rights.

However, we reserve the right to add new features or remove any of the features of the service, to modify the features, design, appearance or presentation of the Platform and the service, in which case, if you are not satisfied with the resulting Platform, you may terminate the relationship under the terms described in these Terms of Use.

2.3 You further agree to have all necessary rights to your content to exploit it through the Platform and therefore grant us the administration of your content, as requested from time to time, under the terms described in section 6. Such right and authorization are granted exclusively for those digital music services in which you decide to make your content available through our service; this means that if you use the service to make your content available on a specific digital music service, you may not make the same content available on the same digital music service using a service other than our service and the Platform.

What you can do and what you can't do

Use of the Platform

3.1 By registering and uploading your content to the Platform, you essentially assume and agree to the following obligations:

• You will use the Platform diligently and upload information and content whose rights belong to you or for which you are authorized by the rights holder.
• You must provide all information necessary to use the service, which we will request during the use of this.
• You shall pay all fees applicable to the services provided by us, as described below.
• You must notify us of any activity that is inconsistent with these Terms of Use.
• will indicate through the Platform whether its content is “explicit”. The term “explicit content” refers to content that evokes sexual, racist, violent or any other type of harmful connotation.
• You will refrain from engaging in illegal activities through the Platform or the Services, and/or actions that may harm or damage any party, including us.

3.2 You agree to use the Platform diligently and therefore agree to:

1. not to grant access to the Platform to any third party or to employees who, for logical reasons, should not have access to the Platform given their position in the company;
2. not access the source code of the Platform;
3. not to use the information, rules or instructions contained in the Platform for purposes other than those established in these Conditions of Use;
4. not to disclose to third parties the information obtained through the Platform;
5. not allow the public to access or use the Platform (including, but not limited to, access via the Internet).
6. not use the Platform to upload content that is not your property or for which you do not have an explicit license for commercial exploitation.
7. not to reproduce the Platform, in whole or in part, for any purpose;
8. not to copy or distribute the Platform, in whole or in part, in any way;
9. do not create any form of frame or “mirroring” (any part of) the Platform on any other server or wireless or Internet-based device;
10. not transfer the Platform to any third party;
11. not to assign, sell, resell, rent, lease, loan, sublicense, subcontract or otherwise transfer the Platform or the Service to any third party, nor authorize or designate any third party to do so;
12. not to modify the Platform or provide any person with the means to do so. This includes creating derivative works and translating, disassembling, recompiling, altering, destroying or reverse engineering the Platform or attempting to do so, unless expressly permitted by applicable law;
13. not to circumvent the technological protection measures incorporated in the Platform.

3.3 Generally, you agree to use the Platform lawfully and diligently and will not do anything that is prohibited by law or these Terms of Use. You will be liable to us for any breach of these Terms of Use, as described in Section 9.

Loading and storing content

3.4 After registration, you may upload your content (including sound recordings and audiovisual works, photographs, images and other related content) to your personal account for subsequent digital distribution.

3.5 You may only upload content to the Platform that you own or have written permission from the rights holders, and you may not upload any content that is copyrighted by any third party. We may ask you to provide us with all necessary documents, contracts and registration certificates to confirm that you own the rights to your content, and we reserve the right to ask you not to upload content from a specific author or producer, or we may also remove from the Platform any of your content that we do not have a legal conviction belongs to you.

3.6 As specified above, you may not, under any circumstances, upload content that may be harmful, threatening, unlawful, confidential, defamatory, libelous, harassing, obscene, indecent, fraudulent, infringing of privacy rights, hateful, or containing racist, ethnic or other hateful material, or that is directed against or in any way harasses or restricts any individual, or that may expose us or any third party to any harm or liability of any kind.

3.7 You may also not upload private or false information about third parties, including, but not limited to, postal addresses, telephone numbers and email addresses.

3.8 You are not permitted to upload content that may infringe copyright law or the ownership of third party trademarks.

3.9 As we have specified above, you are free to exploit your content, directly or through third parties, on digital music services that are not selected or available on the Platform.

3.10 We reserve the right to access all or part of your content and review it to ensure compliance with the law and these Terms of Use. We also reserve the right to delete any files, data or information you have uploaded if we believe that they do not comply with these Terms of Use or if we believe that they are not suitable or appropriate for the Platform or the Service.

3.11 Finally, for clarification purposes, these Terms of Use do not oblige you to upload a minimum quantity of content or a minimum availability of the same.

Prices

4.1 By using the Service, you will pay us the prices corresponding to the contracted services, which you can find at any time in the “My Account > Prices” section of your account.

In addition, you will receive 90.00% of the net revenues (less expenses and taxes) that we receive from digital music services for the exploitation of your content in the applicable case. If applicable, you authorize us to deduct 10% of the sales commission from the net revenues that we receive from digital music services depending on your plan.

The above service prices, sales commission percentage and minimum payout threshold for you can be found on the Platform in the “Pricing” section.

4.2 All payments and associated claims: (i) will be made through the relevant “Sales->Balance” section of the Platform; (ii) will be made in the currency indicated by us; and (iii) will be paid via PayPal or a wire transfer to the account designated by you. If any authority imposes a duty, tax, levy or fee, you agree to pay that amount or provide exemption documentation.

Payment for sales prices generated under these Terms of Use will be made once a month, within days of receiving a payment request from you, provided that the amount due exceeds the applicable minimum payment threshold for the relevant requested payment. However, you authorize us to hold any payment for an additional period of twenty-four (24) months in the event that we believe that such payment contains revenue or fees that were generated in whole or in part fraudulently or that contravene these Terms of Use or the Anti-Fraud Policy. Any payment you receive from us will be subject to any and all applicable taxes (including VAT, withholding taxes, etc.). This hold is mandatory as some platforms eventually make money claims for detection of fake views and we do not want to be involved in issues like these.

Payment of an invoice will not prevent us from subsequently challenging the amounts invoiced under the rights set out herein. We may recover any amounts owed by you by withholding such amounts from any fees payable in the future and giving you notice of such amounts.

4.3 If any digital music service deducts an amount due to any prior contingency, overpayment or finding in relation to your content, or an investigation by us reasonably demonstrates that any of your fees for any prior month should have been less, we may, upon conclusion of such investigation and at our sole discretion, provide a revised sales report for the relevant month(s) and deduct the relevant amount from future payments, which you acknowledge and agree to.

4.4 You therefore expressly and irrevocably authorise us to collect all income derived from the exploitation of your content through the Platform, including, but not limited to, copyright, performance and recording rights, any statutory royalties for private copies, or otherwise, without limitation. To do so, we may ask you to sign a specific authorisation letter requested by the relevant performance rights organisation, which you undertake to provide as soon as we request it.

4.5 We will provide you with the relevant invoices and receipts, including any mandatory taxes, in accordance with applicable regulations.

4.6 We reserve the right to modify the price of the Service, the percentage of sales commission or the minimum payment threshold in the future, in which case the new conditions will be notified to you at least thirty (30) days prior to the effective date and will be applicable to future income.

4.7 We may decide not to charge you initially for the use of the Service and any optional services; however, you authorize us to deduct the corresponding amounts from your future payments, if necessary.

In the event that, after one year from the start of the relationship, you have distributed your Content on credit, without having generated sufficient sales to repay the outstanding balance, we reserve the right to request payment of the outstanding balance, if necessary.

4.8 Audits: We will maintain accurate and complete account records, including all documentation necessary to calculate and verify the fees payable to you in connection with the performance of our agreement. For the duration of our relationship and for a period of three years thereafter, upon reasonable written notice, but in no event less than 30 calendar days' notice, a reputable, independent, certified accounting firm appointed by you shall have the right to examine such records at any time during our normal business hours at the location where such records are normally maintained. You shall have the right to audit your records only once per year.

Duration and Termination

5.1 The duration of our contractual relationship is initially indeterminate. It will begin when you register on the Platform and upon explicit acceptance of these Terms of Use, and you or we may choose to terminate the service at any time, giving thirty (30) days' notice of such termination, in accordance with these Terms of Use.

In the event of termination, you shall pay us all outstanding amounts within five (5) days from the date of notice or we will transfer any positive balance to you, as the case may be. Before requesting termination, you must remove Content from the DMS using the “Content Removal” functionality available within the Platform. In addition, in the event of termination, you authorize us to suspend your account, block access to your account, and delete all files and information uploaded by you to the Platform. Termination shall not affect the rights and obligations accrued by the parties as of the date of termination.

5.2 Additionally, we can terminate our relationship and the service:

1. In the event that you breach any condition set out by us (in this or any other document accepted by you) and you fail to remedy such breach within two (2) days from the date of notice from us;
2. In the event that the outstanding balance is not paid as stipulated in section 4.7, we will have the right to terminate the relationship and cease providing the service.
3. If you are the subject of any proceedings relating to your liquidation or insolvency (whether voluntary or involuntary) that are not dismissed within sixty (60) calendar days;
4. if you infringe our intellectual property rights;
5. if you violate our Anti-Fraud Policy;
6. in the event that you commit any illegal activity through the use of the Platform or the service.

5.3 In any event, you must duly pay all costs owed for any services provided by us up to the date of termination.

5.4 We will not be liable to you for any damages of any kind arising from any termination of our relationship under these Terms of Use. Our respective rights and obligations contained in the sections that are by their nature intended to survive termination of this relationship will survive termination of this relationship.

Regardless of the termination of the service, both you and we undertake to maintain in force any contracts that we have signed with third parties before receiving the notice of termination in the event that the contracts with said third parties are still in force.

Intellectual property rights

6.1 Nothing contained herein shall be construed as granting or otherwise conferring to you any ownership rights in the Platform or any part thereof; therefore, we are not granting you, by means of these Terms of Use, the right to exploit our intellectual property (including, but not limited to, copyrights, patents, trademarks, registered trademarks, trade secrets, and related confidential and proprietary information). We expressly reserve all rights and, accordingly, we will retain any license or ownership rights in the Platform, our brands, technology, etc., together with any full or partial copies thereof.

6.2 When you upload your content to our servers through the Platform, you acknowledge the following:

1. that we are authorized to manage, directly or through third parties, your content (including recordings, videos, compositions, artwork, etc.) through the digital music services you have selected, worldwide and for as long as our relationship remains in force (including section 5.4);
2. that you own and/or control all of the rights to your content and/or have the full right and ability to upload your content and exploit it on the terms described herein;
3. that its content does not infringe copyright or any other rights of third parties.
4. that we are authorized, for the duration of the contract, to grant third parties licenses to synchronize their content throughout the world.

6.3 If any of your content is licensed under a “copyleft licence”, or one of its variants, and has been created or developed by a person (including artists and producers) who is not associated with any performing rights organisation (e.g. SACEM in France, MCPS in the UK, SGAE in Spain, GEMA in Germany, etc.) in any country in the world, then pursuant to section 4.4 above, you authorise us to claim on your behalf, where applicable, from the performing rights organisation in each country, any royalties, fees, charges, etc. that have been paid by digital music services in respect of such content.

6.4 You must indicate, through the Platform, the name of the record label (associated with the phonographic producer) for each release or phonogram that you intend to distribute in any country in the world using the Platform (phonographic producer that is associated with a collective management society (CMS), such as SCPP in France, PPL in the United Kingdom, AGEDI in Spain, CAPIF in Argentina, etc.). However, if any of your content is distributed using any "public brand name" available on the Platform, you agree, in accordance with the provisions of section 4.4 above, as follows:

1. You authorize and facilitate the transmission and acquisition of the following rights: Rights of reproduction and public communication of your content (sound recordings or music videos) distributed through the platform.
2. You authorize us to claim on your behalf, as appropriate, from the collective management society (CMS) of each country, the rights, fees, obligations, etc. that they have collected with respect to said content.

Fraud

7.1 We work hard and invest a lot of resources to prevent automated and fraudulent behavior. For this reason, we have created a specific Anti-Fraud Policy, available in the “Legal” section of your account. By accepting these Terms of Use you also acknowledge and agree to our Anti-Fraud Policy and therefore agree that, among other commitments, you will not generate or authorize any third party to generate, directly or indirectly, automated, fraudulent or invalid playback actions, especially on digital music services.

7.2 We have implemented a 3-strike policy in this Anti-Fraud Policy, so please read this policy carefully as we will be very strict in enforcing it.

Privacy

8.1 Our data protection policy is described in the Privacy Policy. The Privacy Policy is part of our relationship and therefore when you accept these Terms of Use, you are also acknowledging and agreeing to our Privacy Policy, which is available in the “Legal” section of your account.

Warranty. Limitation of Liability

9.1 We cannot guarantee that the Platform and the service will meet your requirements. Except as expressly provided in these Terms of Use, we provide the services and the Platform on an "as is" basis and without warranty. We disclaim all other warranties, express or implied, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. The Platform cannot be tested in all possible operating environments, so we do not guarantee that the functions contained in the Platform will meet your requirements, that the operation of the Platform will be uninterrupted or that the Platform will be error-free. Except as set forth herein and to the extent permitted by law, we exclude all other warranties, express or implied, statutory or otherwise, including, but not limited to, implied warranties of merchantability, quality and fitness for a particular purpose. Neither we nor any of our third party suppliers or partners shall be liable for any injury, loss or damage, whether indirect, special, incidental or consequential, including any lost profits, contracts, loss of data or programs, the cost of recovering such data, or incorrect, defective or erroneous performance of your content.

9.2 You will assume full responsibility for and will defend, indemnify and hold us and any party harmless from any and all claims arising from your use of the Platform and the Service.

9.3 Our liability in connection with the Platform and the Service (including any damages), whether arising from negligence, breach of contract or otherwise, shall be limited to the value of the fees paid by you to us during the 12 months preceding the claim.

9.4 We will not be liable for any loss, whether direct or indirect, of (a) profits, (b) savings, (c) goodwill, (d) reputation, (e) revenue, (f) anticipated savings, (g) business or opportunity or (h) any other similar mere economic loss; nor for any special, indirect, consequential or incidental loss or damage of any kind or nature, whether in each case arising from breach of contract, warranty, tort, strict liability, negligence or otherwise, even if advised of the possibility of such loss or damage, or even if such loss or damage could have been reasonably foreseen.

9.5 We respect the rights of others (including copyright, image and personality rights, etc.) and expect our customers to do the same. In compliance with the European Directive on the Liability of Internet Service Providers, we will diligently remove or disable access to material uploaded by users of the Platform and/or the Service that is alleged to infringe the rights of third parties.

Miscellaneous provisions

10.1 Non-transferability: You may not assign your account or any interest therein to any third party (including any company within its group) without our prior written consent.

10.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

10.3 Promotion: We are not obliged to conduct any online promotion or marketing of your content under these Terms of Use. However, we may offer complementary promotional services that you may contract for separately.

10.4 Notices: Any notices that you or we may need to give in relation to the development and performance of these Terms of Use will be, regardless of their subject matter, by email to the addresses listed in your Platform account and, for us, to any of the following means:

XOLO.MUSIC

Barcelona (Spain)

09.09.2024.

Email: info@xolomusic.art

10.5 Amendments: We may amend these Terms of Use, the Anti-Fraud Policy, the Privacy Policy or any other legal document from time to time, in which case the new terms will supersede any previous versions. We will provide you with notice of any amendments at least ten (10) days prior to the effective date and your continued use of the Service and/or the Platform after the effective date of such amendments may be deemed your consent to such amendments. Our failure at any time to enforce any provision of these Terms of Use, the Anti-Fraud Policy or any other legal document shall not constitute a waiver of such provision or any other of our terms.

10.6 Confidentiality: In the event that we provide you with any type of information (including, but not limited to, Platform statistics, key performance indicators (KPIs), marketing material, marketing , etc.) You agree to treat such information as confidential and will not under any circumstances use (for your benefit or that of any third party), disclose, transmit to any third party or make it public in any way without our prior written consent.