TERMS OF SERVICES OF WWW.BOLEROMUSIC.COM

1. Purpose

The purpose of these general conditions is to define the terms and conditions of use of the services offered on the site www.boleromusic.com (hereinafter: the “ Services ”), as well as to define the rights and obligations of the parties in this context. In particular, they are accessible and printable at any time by a direct link at the bottom of the home page of the site www.boleromusic.com (hereafter: the " Site "). They may be supplemented, where appropriate, by conditions of use specific to certain Services. In case of contradiction, the special conditions prevail over these general conditions.

Important: the purchase of digital assets involves risks of loss of capital, illiquidity and lack of valuation. It is up to each visitor and user to do their own due diligence before becoming an owner of a digital asset via the BOLERO MUSIC platform.

2. Operator of the Site and Services

The Services are accessible through the Site. The Site and the Services are operated by the company BOLERO MUSIC, SAS with a share capital of 5 0458,57 euros, registered at the RCS of NANTERRE under number 894 173 962 (hereafter: “ BOLERO MUSIC”).

The Company BOLERO MUSIC can be contacted at the following address:

• E-mail: contact@boleromusic.com

3. Operation of the Site and Definitions

3.1. Operation of the Site

The Site allows registered users (hereinafter referred to as « Clients ») to purchase receivables in respect of dismembered music rights, conveyed in the form of digital assets (hereinafter referred to as « Song Shares » and « Catalog Shares »), to receive a proportional share of the revenues derived from the underlying dismembered music rights (hereinafter referred to as " Royalties "), and then to buy and sell these assets between users on the secondary market (hereinafter referred to as the " Marketplace").

3.2. Definitions

Client: means any individual or legal entity using the Site to purchase and resell music rights.

Seller: means any natural person or legal entity who, in their capacity as producer, composer, performer or investment fund, sells music rights on the Site.

Song (or "Track"): refers to any phonographic recording for which the musical rights can be acquired and traded via the Site.

Token: a unique intangible object whose ownership is immutably and inviolably recorded within a blockchain and which allows its owner to be identified. A Token has physical properties: any User who has acquired a Token will have real ownership of it, and for an indefinite period.

Song Shares: A Song Share is a unique digital asset that contains a percentage of musical intellectual property in the form of publishing rights (protection of the lyrics and score) or master rights (protection of the sound recording, a recorded version).

Catalog Shares: A Catalog Share is a unique digital asset created in ERC-20 format that represents a share of ownership in a set of phonographic or editorial music rights aggregated into a catalog.

4. Access to the Site and the Services

The Services are accessible to Users, subject to the restrictions provided for on the Site:

• to any natural person having full legal capacity to engage under these general conditions. A natural person who does not have full legal capacity can only access the Site and the Services with the agreement of his legal representative;
• to any legal person acting through a natural person having the legal capacity to contract in the name and on behalf of the legal person.

BOLERO MUSIC undertakes to ensure that the Platform is available 24 hours a day and 7 days a week. Nevertheless, BOLERO MUSIC is likely to interrupt direct or indirect access to the Platform and the services, in particular for technical, material, or editorial reasons (such as corrective maintenance, evolutionary maintenance, updates, etc.), if necessary, without prior notice or prior information of the Users, even if BOLERO MUSIC will endeavor to inform the Users in good time, subject to any technical and/or security requirements.

The period of possible suspension must however be limited, exceptional and controlled (the rate of availability cannot be less than 99% measured on a monthly basis calculated as a percentage by dividing the number of minutes during which the Service is available in the course of the month) and BOLERO MUSIC must guarantee an intervention and recovery time in the event of an anomaly in accordance with the following procedures:

• Priority level 1: total unavailability of the BOLERO MUSIC Platform: resolution and reactivation of services within 1h30 of intervention time;
• Priority level 2: partial unavailability of the BOLERO MUSIC Platform or unavailability of a functionality of the BOLERO MUSIC Platform: resolution and reactivation of the services or functionalities concerned within 4 hours of intervention time;
• Priority level 3: cosmetic malfunction or display problem: resolution and reactivation of services within 21 hours of intervention time.

5. Acceptance of General Conditions

The acceptance of the present general conditions is materialized by manually clicking on the " Register" button when creating an account on the Site. This acceptance can only be full and complete. Any membership subject to reservation is considered null and void. The User who does not agree to be bound by these general conditions must not use the Services.

6. Registration on the Site

Use of the Services requires the User to register on the Site, by completing the account creation form provided for this purpose. The User must provide all the information marked as mandatory (indicated with asterisks). Any incomplete registration will not be validated.

Prior to its validation, the registration of the Sellers is examined by BOLERO MUSIC. The registration request is assessed with regard to the following criteria:

• the presence of the Seller on music streaming platforms, content platforms, as well as the authenticity of his community;
• The Seller must be committed to the development of his career and must justify a development strategy;
• The Seller must have published at least one musical project on music streaming platforms (examples: EP, single, album).

BOLERO MUSIC reserves the right to refuse any registration request, at its discretion and without the Seller being able to claim any compensation whatsoever in this regard.

7. Description of the Services

The User has access to the Services described on the Site, in a form and according to the functionalities and technical means that BOLERO MUSIC considers most appropriate. Here is how the Site operated by BOLERO MUSIC works:

7.1. For Clients:

• The Site offers a list of Songs and Catalogues from which the Customer can purchase and resell future income from the underlying master or publishing music rights, which can be purchased for a consideration in euros (€), US dollars ($), or cryptocurrency.
• For any variable percentage of split musical rights held in the form of Song Shares or Catalog Shares, the Site undertakes to pay the proportional share due, on the basis of the commercial revenue generated by the Song from which the rights held originate. This payment does not constitute a guarantee of income and the Customer acknowledges that he/she is aware that the Site retains a commission of 3% on the cash amount collected.
• The Customer acknowledges that he/she is required to connect an external Wallet or to create a Wallet through the BOLERO MUSIC Services in order to receive the share of income due to him/her. The Customer also acknowledges that despite the purchase of a share of the dismembered music rights, if a Wallet is not connected to the User's account within eighteen (18) months of the payment notification, then the full amount will be retained by the Site.
• In the context of a payment made in USD/EUR through the service provider Stripe Payments Europe Ltd, the client agrees that the Song Shares purchased are stored in a pre-sale Wallet. The client acknowledges that BOLERO MUSIC has no control over the Song Shares contained in the presale Wallet and that BOLERO MUSIC is not responsible for the management of the Song Shares. The only action that can be performed by the Website is the transfer to the client's Wallet. To this end, the client will have to connect his own external Wallet if he wants to retrieve their Song Shares, to list them as on sale or to transfer them.
• Saving a payment method: the User can save the details of a credit/debit card via the BOLERO MUSIC interface in order to use it again later. These data are exclusively saved and stored by Stripe Payments Europe Ltd. BOLERO MUSIC only has access to the last four (4) digits of the details, the month/year of expiration, and the operator (visa, mastercard, american express).
• The Customer expressly acknowledges and agrees that BOLERO MUSIC shall not be able to respond favorably to any claim for reimbursement for any digital asset emanating from the Song Shares products. As these products are tokens hosted and distributed on the Polygon Blockchain protocol, BOLERO MUSIC has no control over their movement, transfer, or cancellation after their sale on the primary market.

7.2. For Sellers:

• Sellers have access to a module called "Backstage" in which they can: edit their Seller page information, consult the sales statistics related to their Song Shares created and offered for sale on the Site, consult the Client members of their base.
• Sellers may create and offer for sale masters’ rights and publishing rights using the Songs Shares or the Catalog Shares product, via the interface reserved for Sellers on the Website. The Seller chooses the name, uploads the files associated with the Song Shares (image, title, ISRC, contributors, 28-second mp3 extract, editorial), signs the contract committing him/her to retrocede the profits from the share assigned. The Price will be defined exclusively by the BOLERO MUSIC teams, based on the internal valuation matrix. The quantity produced of each Song Share is exclusively defined by the following formula: Valuation / Unit selling price. Once validated, the Seller gives BOLERO MUSIC the right to create its Tokens via an intelligent contract of the ERC-721, ERC-20, or ERC-1155 type on the Polygon Network protocol.
• The sale of a Song Share by the Seller or Label therefore transfers:
  • the intangible property right granted by the Label or the Seller to the User; once acquired, the Users will be able to freely dispose of the said Songs Shares, and in particular resell them on the internal Marketplace, without the intervention of BOLERO MUSIC.
  • the right to reproduce and communicate to the public the Recording and/or the associated Artwork and/or any Work (excluding any right of adaptation), as well as the right to use the Name and/or Image of the Seller, solely for the purpose of promoting and allowing the resale and/or exchange of Song Shares, excluding any right allowing the commercial exploitation of the above elements together or separately.

8. Paid Services

8.1. Price

The price of the Song Shares, at initial issue, is exclusively defined by Bolero Music in agreement with the Sellers. On the secondary market (or "Marketplace"), the prices are defined by the holders creating sell orders.

The price of the Services is indicated on the Site and on each Song Share. Unless otherwise stated, it is expressed in the cryptocurrency selected by the Seller as counterparty. An equivalence in US dollars is always specified. BOLERO MUSIC reserves the right, at its free discretion and according to terms and conditions of which it will be the sole judge, to offer promotional offers or price reductions.

Prices and commissions are collected exclusively in cryptocurrency or in Euro (€) and only occur when the parties involved in a transaction agree to the execution of the transaction through the Signature feature of their respective Wallet, or via credit card payment with dual authentication.

BOLERO MUSIC charges 2 distinct percentage prices:

• A variable percentage (%) on the initial issuance of the Songs Shares. This percentage may vary depending on the contracts and framework agreements governing the collaboration between BOLERO MUSIC and a Seller.
• A variable percentage (%) on the transactions taking place on the secondary market. This percentage may vary according to the contracts and framework agreements governing the collaboration between BOLERO MUSIC and a Seller.

8.2. Revision of Prices

The price of Services may be subject to revision by BOLERO MUSIC at any time, at its discretion. The User will be informed of this revision directly on the Site. The User who does not accept the new prices must end his use of the Services in accordance with the terms set out in article 20. Failing this, he will be deemed to have accepted the new prices.

8.3. Invoicing

Neither BOLERO MUSIC nor the Site are responsible for producing invoices for transactions that have taken place within the Site. The client can request an invoice from the Seller without guarantee of a positive response. The Client may refer to the proof of Transaction on the blockchain via the website Polygonscan (https://polygonscan.com/) as evidence.

8.4. Terms of Payment

The terms of payment of the price of the Services are described on the Site. The payment is made by Wallet from the payment interface developed by BOLERO MUSIC, or by credit card via the payment service developed by Stripe Payments Europe Ltd. The payment process is exclusively orchestrated and managed by the Polygon Blockchain. The User guarantees BOLERO MUSIC that he has the necessary permissions to use the Wallet connected to his account. He agrees to take the necessary steps so that the automatic debit of the price of the Services can be effected.

9. Express Waiver of the Right of Withdrawal

Individual Users are informed that a right of withdrawal applies in principle to contracts for the provision of services concluded at a distance between a professional and a consumer, this right being to be exercised within 14 (fourteen) days from the conclusion of the contract.

They are, however, expressly informed and accept that the Services are provided to them upon registration and are thus fully executed before the end of the withdrawal period referred to above. Consequently, they expressly waive their right of withdrawal, which cannot therefore be exercised, in accordance with article L.221-28 of the French Consumer Code.

10. Proof Agreement

The User expressly acknowledges and accepts:

• that the data transmitted by the User on the Site is proof of the reality of the operations carried out within the framework of these presents;
• that these data constitute the only mode of proof accepted between the parties, in particular for the calculation of the sums due to BOLERO MUSIC.

The User can access this data in his Personal Space.

11. Obligations of the User

11.1. Obligations Common to All Users

Without prejudice to the other obligations provided for herein, the User undertakes to respect the following obligations:

• The User undertakes, in his use of the Services, to respect the laws and regulations in force and not to infringe the rights of third parties or public order. In particular, he is solely responsible for the proper accomplishment of all formalities, in particular administrative, fiscal, and/or social, and for all payments of contributions, taxes, or duties of any kind incumbent upon him, where applicable, in connection with his use of the Services. Responsibility for BOLERO MUSIC will in no case be engaged for this purpose.
• The User acknowledges having read on the Site the characteristics and constraints, in particular technical, of all the Services. He is solely responsible for his use of the Services.
• The User is informed and accepts that the implementation of the Services requires that he be connected to the internet and that the quality of the Services depends directly on this connection, for which he is solely responsible.
• The User undertakes to make strictly personal use of the Services. He therefore refrains from assigning, granting, or transferring all or part of his rights or obligations hereunder to a third party, in any way whatsoever.
• The User undertakes to provide BOLERO MUSIC with all the information necessary for the proper performance of the Services. More generally, the User undertakes to cooperate actively with BOLERO MUSIC for the proper execution of these presents.
• The User is solely responsible for content of any kind (editorial, graphic, audiovisual, or other, including the name and/or image possibly chosen by the User to identify him on the Site) that he distributes within the framework of the Services (hereinafter referred to as: the “Content”). It guarantees BOLERO MUSIC that it has all the rights and authorizations necessary for the distribution of this Content. He undertakes that the said Content is lawful, does not infringe public order, good morals, or the rights of third parties, does not infringe any legislative or regulatory provision and, more generally, is in no way likely to put in civil or criminal liability BOLERO MUSIC.

11.2. Obligations Specific to the Seller

The Seller guarantees that he/she/they has the rights and permissions to sell music rights as specified on the Site. Additionally:

• The Seller acknowledges and accepts that BOLERO MUSIC uses its image and reputation to promote its brand, its Website, and its Services. In the case of performers whose image is associated with the Songs, BOLERO MUSIC undertakes to specify on its Site that the account is not certified and is not managed by the Seller in his/her own name or his/her representatives.
• The Seller authorizes BOLERO MUSIC, without compensation of any kind, to maintain the exchange of their Song Shares issued in the past in cases where the Seller is no longer considered active on the Website, the Seller's account has been deleted, the Seller has ended his or her musical career, or the Seller or one of his/her representatives has died.

12. User Guarantees

12.1. Guarantees Common to All Users

The User guarantees BOLERO MUSIC against any complaints, claims, actions, and/or demands that BOLERO MUSIC may suffer as a result of the violation, by the User, of any of its obligations or guarantees under these general conditions.

The User undertakes to indemnify BOLERO MUSIC for any damage that it may suffer and to pay all the costs, charges, and/or penalties that it may have to bear as a result.

12.2. Guarantees Specific to the Seller

The Seller guarantees that they have all rights necessary to list, sell, and distribute Song Shares as described. The Seller assumes full responsibility for any legal, regulatory, or third-party issues that may arise from the use of the Services.

13. Prohibited Behavior

It is strictly forbidden to use the Services for the following purposes:

• the exercise of illegal, fraudulent activities or those infringing the rights or safety of third parties;
• the threat to public order or the violation of laws and regulations;
• the intrusion into the computer system of a third party or any activity likely to harm, control, interfere, or intercept all or part of the computer system of a third party in violation of the integrity or security;
• sending unsolicited emails and/or prospecting or commercial solicitation;
• manipulations intended to improve the referencing of a third-party site;
• assistance or encouragement, in any form and in any manner whatsoever, to one or more of the acts and activities described above;
• and more generally any practice diverting the Services for purposes other than those for which they were designed.

Users are strictly prohibited from copying and/or diverting the concept, technologies, or any other element of the Site for their own purposes or those of third parties.

The following are also strictly prohibited:

• any behavior likely to interrupt, suspend, slow down, or prevent the continuity of the Services;
• all intrusions or attempted intrusions into BOLERO MUSIC's systems;
• all misappropriation of the Site's system resources;
• all actions likely to impose a disproportionate load on the latter's infrastructure;
• all breaches of security and authentication measures;
• all acts likely to infringe the financial, commercial, or moral rights and interests of BOLERO MUSIC or the users of its Site;
• and finally, more generally, any breach of these terms and conditions.

14. Penalties for Breaches

In the event of a breach of any of the provisions of these general conditions or more generally, of breach of the laws and regulations in force by a User, BOLERO MUSIC reserves the right to take any appropriate measure and in particular to:

• suspend or terminate access to the Services of the User, author of the breach or offense, or having participated in it;
• delete any Content deemed inappropriate posted on the Site;
• publish on the Site any information message that BOLERO MUSIC will deem it useful;
• notify any authority concerned;
• initiate any legal action.

15. Responsibility and Guarantees of BOLERO MUSIC

BOLERO MUSIC undertakes to provide the Services with diligence and according to the rules of the art, being specified that it bears an obligation of means, to the exclusion of any obligation of result, that Users expressly recognize and accept.

BOLERO MUSIC is not aware of the Content put online by Users as part of the Services, on which it does not moderate, select, verify, or control in any way, and in respect of which it only intervenes as a hosting provider. Consequently, BOLERO MUSIC cannot be held responsible for the Content, the authors of which are third parties. Any possible complaint must be directed in the first place to the author of the Content in question. Content that is harmful to a third party may be notified to BOLERO MUSIC in accordance with the terms provided for in article 6 I 5 of law n° 2004-575 of June 21, 2004, on confidence in the digital economy. BOLERO MUSIC reserves the right to take the measures described in article 14.

BOLERO MUSIC declines all responsibility in the event of any loss of information accessible in the User's Personal Space, the latter having to save a copy and not being able to claim any compensation in this regard.

16. Intellectual Property

The systems, software, structures, infrastructures, databases, and content of any kind (texts, images, visuals, music, logos, brands, database, etc.) operated by BOLERO MUSIC within the Site are protected by all intellectual property rights or rights of database producers in force. All disassembly, decompilation, decryption, extractions, reuse, copies, and more generally, all acts of reproduction, representation, distribution, and use of any of these elements, in whole or in part, without the authorization of BOLERO MUSIC are strictly prohibited and may be the subject of legal proceedings.

The Site is the exclusive property of BOLERO MUSIC. It is protected by copyright, trademark, trade secret, and other laws. BOLERO MUSIC owns and retains all rights to the Content and the Services. Hereby BOLERO MUSIC grants the User a limited, revocable, and non-sublicensable license to reproduce and display the Content of the Site (to the exclusion of any software code), solely for his personal use in the framework of viewing and using the Site.

17. Privacy Policy

In the context of the performance of this contract, BOLERO MUSIC is required to process personal Data (hereinafter "Data" or "Personal Data"). BOLERO MUSIC undertakes to comply with the applicable laws and regulations regarding the protection of personal data.

The Processing of the Sellers' identification data is necessary for the performance of this contract (article 6.1.b of the GDPR). The Data is used to ensure the proper operation of the Platform and the provision of the BOLERO MUSIC services detailed in Article 1.2.

BOLERO MUSIC undertakes to implement all appropriate technical and organizational security measures in order to guarantee a level of security adapted to the risks presented by the Processing, in particular in terms of destruction, loss, alteration, disclosure, or unauthorized access to the Data.

18. Publicity

BOLERO MUSIC reserves the right to insert on any page of the Website and in any communication to the Users any advertising or promotional messages in a form and under conditions that BOLERO MUSIC will be the sole judge.

19. Links and Third-Party Sites

In conjunction with the Services, BOLERO MUSIC may provide links to sites owned by third parties and is not responsible for any omissions, actions, or errors made by these third-party services. BOLERO MUSIC offers these links to facilitate the use of the Website by Users. BOLERO MUSIC does not operate or control in any way the information, software, products, or services available on third-party sites.

BOLERO MUSIC can in no way be held responsible for the technical availability of websites or mobile applications operated by third parties (including its possible partners) which the User would access through the Website. The User is advised to consult the respective terms of use of these sites.

20. Service Timeline and Unsubscription

Registration to the Site is for an indefinite period. The User can unsubscribe from the Site at any time, by sending a request to this effect to BOLERO MUSIC by email, to the contact details mentioned in Article 2, or directly from their Personal Space. If unsubscription is effective immediately, it does not result in the automatic deletion of the Seller's page. Since Tokens are immutable due to the virtues of Blockchain, the Seller's page will be maintained, and its Tokens still available.

21. Modifications

BOLERO MUSIC reserves the right to modify at any time the present general conditions. The User will be informed of these changes by any useful means, at least 15 (fifteen) days before their entry into force.

The User who does not accept the modified terms and conditions must unsubscribe from the Services as provided in Article 20. Any User who uses the Services after the entry into force of the modified terms and conditions is deemed to have accepted these changes.

22. Mediation

The User has the right to have recourse free of charge to a mediator for the amicable resolution of any dispute relating to the execution of the present terms that would oppose him to BOLERO MUSIC, under the conditions envisaged in articles L611-1 and following and R612-1 and following of the Code of the consumption.

In case of complaint possibly formulated by a European consumer, who would not have found an amicable solution with the client service of BOLERO MUSIC, the aforementioned consumer will be able to use the European platform of settlement of disputes accessible at the following URL:https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=FR

23. Language

In the event of a translation of these terms and conditions into one or more languages, the language of interpretation shall be French in the event of a contradiction or dispute over the meaning of a term or provision.

24. Applicable Law and Jurisdiction

The present general conditions are governed by French law. In the event of a dispute concerning the validity, interpretation, and/or execution of these terms and conditions, the parties agree that the courts of Paris shall have exclusive jurisdiction to rule on the matter, except for mandatory procedural rules to the contrary.

25. Date

These terms and conditions came into effect on 19/07/2023.