Terms and Conditions of Use — UXEM Entertainment Group S.A.S

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Start Date	{{user_registration_date}}
Contract Code	{{subscription_id}}
Client Name	{{user_name}}
ID Document	{{user_document}}
Current Plan	{{plan_name}}

Thank you very much for your interest in UXEM Entertainment Group S.A.S as your digital music distributor. We hope you enjoy our service and achieve great success in your music career. Please read these terms carefully, as they constitute a binding agreement between you (referred to herein as the "User" or "Artist") and us (referred to herein as UXEM Entertainment Group S.A.S), and take effect upon registering on the platform, available at https://uxem.com.co (hereinafter, the "Platform").

Formally, the service provider and party responsible for the platform is UXEM Entertainment Group S.A.S, a Sociedad por Acciones Simplificada (simplified stock company) incorporated and existing under the laws of Colombia, with its registered address in Medellín, Antioquia, Colombia. Corporate registration is on file with the Mercantile Registry of the Medellín Chamber of Commerce, under Tax ID (NIT) 901811705-2, and duly registered with the Medellín Mercantile Registry. Our contact information can be found in the "Support" section of the Platform.

UXEM Entertainment Group S.A.S's services are provided in accordance with:

• The Terms of Use set out in this document.
• The Privacy Policy available in the Legal section of your Account.
• The Anti-Fraud Policy available in the Legal section of your Account.

Upon registering, you must provide and complete all information required in the "My Account" section of the Platform, as it is necessary to establish the contractual relationship between us. We have drafted our Terms of Use as clearly as possible, but if you have any questions or concerns, please reach out through the available support channels.

Table of Contents

1. Definitions
2. General Conditions; Access to and Use of the Services
3. User Rights and Obligations
4. Fees and Payments
5. Term and Termination
6. Intellectual Property Rights
7. Anti-Fraud Policy
8. Privacy and Data Protection
9. Warranties and Limitation of Liability
10. General Provisions

1. Definitions

To make these Terms of Use easier to understand, the following terms shall have these meanings:

"Customer": Refers to any individual who accesses or makes use of a Digital Music Service (DMS).

"Digital Distribution": Means the transfer, by any means of data transmission or communication over the Internet, online radio, kiosks, mobile, wireless, satellite, and similar communication systems—whether currently known or developed in the future—of User Content, in multiple digital formats including, without limitation, clips, permanent downloads, subscriptions, streams, temporary downloads, ringtones, ringback tones, and any other digital medium.

"Digital Music Service" or "DMS": Means any digital outlet, such as music download stores, music and video streaming services, mobile music platforms, digital (and terrestrial) radio stations, television networks, and mobile networks (such as: Apple Music, Spotify, Tidal, YouTube Music, Deezer, Amazon Music, etc.) that allows Customers to purchase and/or listen to User Content.

"User" or "Artist": This refers to you — an artist, songwriter, author, producer, agent (including royalty owners), rights holder, or other party duly authorized and entitled to exploit certain musical works (including composition and recording) and to use the Platform, or portions thereof.

"User Content": Means all works of intellectual property (including, without limitation, musical works, sound recordings, video clips, ringtones, lyrics, logos, cover art, and photographs) for which the User holds the necessary exploitation rights, including related rights.

"Platform": Refers to the digital music distribution platform available at https://uxem.com.co and its designated subdomains.

"Service": Is the service we provide through the Platform to make User Content available on Digital Music Services (Digital Distribution Services).

2. General Conditions; Access to and Use of the Services

2.1 Access to the Platform

For the duration of, and subject to compliance with, these Terms of Use, you have the right to access the Platform and enjoy the Service we provide through it.

2.2 Platform Features

The Platform's features include, among others:

• Uploading User Content to the Platform for distribution to Digital Music Services.
• Selecting the channels, territories, and Digital Music Services where you want your content to be available.
• Optional services, including quality control, distribution, updates, and storage.
• Direct payment of the applicable fees for the contracted services.
• Hosting of User Content.
• Encoding, transformation, and transmission to Digital Music Services.
• Updating of distributed releases.
• Content removal.
• Assignment of industry-standard codes (ISRC, UPC, ISWC).
• Access to sales and usage reports for User Content across Digital Music Services.
• Requesting payment of royalties generated by User Content.
• Administration and management of related rights.

We reserve the right to add new functionality or remove any Service features, and to modify the design, appearance, or presentation of the Platform and the Service. If you are not satisfied with the resulting changes, you may terminate the contractual relationship under the terms described in this document.

2.3 Platform-by-Platform Exclusivity

By using our Service to distribute your Content to a specific Digital Music Service, you agree not to distribute the same content to that same Digital Music Service through another distributor or aggregator. This exclusivity restriction applies on a per-DMS basis only.

You are free to exploit your Content directly or through third parties on Digital Music Services that have not been selected through our Platform.

3. User Rights and Obligations

3.1 General Obligations

By registering and uploading your Content to the Platform, you assume the following obligations:

• To use the Platform diligently and to upload only information and content for which you hold the rights, or for which you are duly authorized by the relevant rights holder.
• To provide all information necessary to use the Service.
• To pay all fees applicable to the Services rendered under your contracted plan.
• To notify us of any activity inconsistent with these Terms of Use.
• To indicate, through the Platform, whether your material contains "explicit" content (content with sexual or violent connotations, offensive language, or any other content requiring a warning label).
• Not to engage in illegal activity through the Platform or the Services, and not to take any action that could harm any party, including us.

3.2 Proper Use of the Platform

You agree to:

• Not grant unauthorized third parties access to the Platform.
• Not access the Platform's source code.
• Not use the information, rules, or instructions contained on the Platform for purposes other than those set out in these Terms of Use.
• Not disclose to third parties any information obtained through the Platform without authorization.
• Not permit unauthorized public use of or access to the Platform.
• Not use the Platform to upload content that you do not own or for which you do not hold an explicit commercial exploitation license.
• Not reproduce, copy, and/or distribute the Platform, in whole or in part.
• Not create any form of "frame" or "mirror" of the Platform on any other server or device.
• Not transfer, assign, sell, resell, rent, lease, sublicense, or otherwise transfer the Platform and/or the Service to third parties.
• Not modify the Platform, nor reverse-engineer, disassemble, decompile, or otherwise alter it, unless expressly permitted by applicable law.
• Not circumvent any technological protection measures built into the Platform.

3.3 Liability for Breach

You will be liable to us for any breach of these Terms of Use, as described in Section 9.

3.4 Uploading and Storage of Content

Once registered, you may upload your Content (including sound recordings, audiovisual works, photographs, images, and other related content) to your personal account for subsequent Digital Distribution.

3.5 Rights to the Content

You may only upload Content that you own or for which you hold written permission from the rights holders. You may not upload any content whose rights are held by third parties without the corresponding authorization.

We may request that you provide us with all documents, contracts, and registration certificates necessary to confirm that you hold the rights to your Content. We reserve the right to ask you not to distribute content from a specific author or producer, or to remove any of your content from the Platform, if we have legal grounds to believe it does not belong to you or that it infringes third-party rights.

3.6 Prohibited Content

Under no circumstances may you upload content that:

• Is harmful, threatening, unlawful, confidential, defamatory, harassing, obscene, indecent, or fraudulent.
• Infringes third-party privacy or intellectual property rights.
• Incites hatred or includes content of a racist, discriminatory, or ethnically hostile nature.
• Opposes, obstructs, or restricts any individual in any way.
• Exposes us or any third party to any type of harm and/or liability.

3.7 Private Information

You may not upload private or false information about third parties, including, without limitation, mailing addresses, email addresses, and phone numbers, without authorization.

3.8 Copyright and Trademarks

You may not upload content that infringes third-party copyright, trademark, or other intellectual property laws.

3.9 Global Non-Exclusive Distribution

You are free to exploit your Content, directly or through third parties, on Digital Music Services that are not selected or made available through our Platform.

3.10 Right of Oversight

We reserve the right to access and review all or part of your Content to ensure compliance with the law and with these Terms of Use. We also reserve the right to remove any files, data, or information you have uploaded if we believe they fail to comply with these Terms of Use, or if we believe them to be unsuitable or inappropriate for the Platform or the Service.

3.11 No Minimum Content Requirement

These Terms of Use do not impose any obligation on you to upload a minimum amount of content and/or to maintain a minimum level of content availability.

4. Fees and Payments

4.0 Scope of the Relationship with the Payment Processor

Payment of the subscription fee for the contracted Plan is processed through a third-party payment service provider (the "Payment Processor"), who acts as the registered merchant solely with respect to that charge. The relationship between the User and the Payment Processor is limited to that specific transaction and ends once it has been completed.

The collection, administration, withholding, and distribution of royalties, related rights, and any other income generated from the exploitation of the User's Content on Digital Music Services, as described in Sections 4.1 through 4.4, constitute a separate and independent relationship between the User and UXEM, unrelated to the Payment Processor, and are governed exclusively by these Terms of Use.

4.1 Plans and Commissions

By using the Service, you must pay the fees corresponding to your contracted plan, which can be viewed at any time in the "Plans and Pricing" section of the Platform.

Depending on the plan contracted, you will receive a percentage of the net earnings (after deducting expenses and taxes) that we receive from Digital Music Services for the exploitation of your Content. The applicable sales commission percentage varies by plan and is detailed in the "Plans and Pricing" section.

Service fees, the sales commission percentage, and the minimum payout threshold are available on the Platform, in the "Statistics > Balance" section.

4.2 Payment Methods and Conditions

All payments:

Will be managed through the "Statistics > Balance" section of the Platform. Will be made in the currency we designate. Will be paid via PayPal, bank transfer, or other enabled payment methods to the account you provide.

If any tax authority imposes a tax, levy, or fee, you agree to pay that amount or provide the corresponding exemption documentation.

Payment of royalties generated under these Terms of Use will be made monthly, within the days following receipt of a payment request from you, provided the corresponding amount exceeds the minimum payment threshold established for your plan.

Where royalties generated by the User's Content are subject to a title dispute, a third-party copyright claim, or fraudulent activity under our Anti-Fraud Policy, UXEM may defer settlement of such royalties to the User for a period of up to twelve (12) months, while the corresponding dispute or claim is resolved. This reserve applies exclusively to the income from the disputed Content and does not affect the rest of the User's balance or the fees paid for the Service.

For cases involving the blocking of a User Account under our Anti-Fraud Policy, the specific retention periods established in that Policy will apply.

Any payment you receive from us will be subject to all applicable taxes (including VAT, withholding taxes, etc.).

Payment of an invoice will not prevent us from subsequently disputing the invoiced amounts in accordance with the rights set out herein. We may deduct any amounts you owe us from any future payment, upon prior notice to you.

4.3 Adjustments and Deductions

If a Digital Music Service deducts any amount related to contingencies, overpayments, or findings related to your Content, or if an investigation on our part reasonably shows that any of your earnings for a prior month should have been lower, we may, upon concluding such investigation and at our sole discretion, provide a revised sales report for the applicable month(s) and deduct the corresponding amount from future payments.

4.4 Collection Authorization

You expressly and irrevocably authorize us to collect all income arising from the exploitation of your Content through the Platform, including, without limitation, copyright, performance and recording rights, phonographic producer rights, statutory private-copy levies, or any other concept without limitation.

To that end, we may ask you to sign a specific letter of authorization requested by the relevant Collective Rights Management Organization, which you agree to provide to us as soon as requested.

4.5 Invoicing

We will make the corresponding invoices and receipts available to you, including any mandatory taxes, in accordance with applicable regulations.

4.6 Fee Changes

We reserve the right to change the price of the Service, the sales commission percentage, or the minimum payout threshold in the future. You will be notified of any new terms at least thirty (30) days before the effective date, and such changes will apply to future earnings.

4.7 Credit-Based Services

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

If, one year after the start of the contractual relationship, you have distributed your Content on a credit basis without having generated sufficient sales to repay the outstanding balance, we reserve the right to request payment of the outstanding balance from you.

4.8 Refund Policy

UXEM does not issue refunds for subscription fees already paid, except in the following exceptional cases:

(a) Technical error attributable to UXEM: If a charge was made in duplicate or for an incorrect amount, UXEM will issue the refund within ten (10) business days following verification of the error, using the same payment method originally used.

(b) Cancellation within the grace period: If the User cancels their subscription within the first five (5) calendar days from the date of the first charge, and has not distributed any content during that period, they may request a full refund of that charge.

(c) Discontinuation of the service by UXEM: If UXEM decides to discontinue the Platform, the remaining time on the paid plan will be refunded on a prorated basis.

To request a refund under the cases above, the User must submit their request to soporte@uxem.com.co within fifteen (15) calendar days following the event giving rise to the right, attaching the corresponding proof of payment.

Outstanding income or royalties do not constitute refunds and are governed exclusively by Sections 4.2 and 4.3 of these Terms.

5. Term and Termination

5.1 Term of the Agreement

The term of our contractual relationship is indefinite. It will begin when you register on the Platform and explicitly accept these Terms of Use.

You or we may choose to terminate the Service at any time by giving thirty (30) days' prior notice from the date of notification.

Upon termination, you must pay all outstanding amounts within a maximum period of five (5) days from the date of notification. Otherwise, we will transfer to you any remaining positive balance, as applicable.

Before requesting termination, you must remove your Content from the DMSs using the "Take Down" functionality available on the Platform. Additionally, upon termination, you authorize us to suspend your account, block access, and delete all files and information you have uploaded to the Platform.

Termination will not affect the parties' accrued rights and obligations as of the termination date.

5.2 Termination by Us

We may also terminate our relationship and the Service in the following cases:

• In the event of a breach of any term or condition established by us (herein or in any other document accepted by you) that is not remedied within two (2) days following the date of our notification.
• If any outstanding balance is not paid in accordance with Section 4.7.
• If you become subject to any liquidation or insolvency proceeding (whether voluntary or involuntary) that is not dismissed within sixty (60) calendar days.
• If you infringe our Intellectual Property Rights.
• If you breach our Anti-Fraud Policy.
• If you engage in any unlawful activity using the Platform or the Service.

5.3 Amounts Owed

In all cases of termination, all amounts owed for any service provided by us up to the termination date must be paid by you.

5.4 Limitation of Liability upon Termination

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

Regardless of the termination of the Service, you and we agree to keep in force any contracts signed with third parties prior to receiving the notice of termination, provided such third-party contracts remain in effect.

6. Intellectual Property Rights

6.1 Ownership of the Platform

Nothing in this document shall be construed as granting any ownership right in the Platform or any part thereof. These Terms of Use do not grant you the right to exploit our intellectual property rights (including copyrights, patents, trademarks, service marks, trade secrets, and confidential information, among others).

All such rights are expressly reserved by us and, accordingly, we retain all ownership rights to the Platform, our trademarks, technology, etc., together with all complete or partial copies thereof.

6.2 License to User Content

When you upload any of your Content to our servers through the Platform, you acknowledge and warrant the following:

• That you authorize us to administer, directly or through third parties, your Content (including recordings, videos, compositions, cover art, etc.) across the Digital Music Services you select, worldwide, for the duration of our relationship (including Section 5.4).
• That you own and/or control all rights in and to your Content and/or have the full right and ability to upload your Content and exploit it under the terms described in this document.
• That your Content does not infringe copyright or any other third-party right.
• That you authorize us, for the duration of the agreement, to grant synchronization licenses for your Content to third parties worldwide.

6.3 Creative Commons Licenses and Collective Management

If any of your Content uses a "Creative Commons" or similar license, and such content was created or developed by a person (including artists and producers) who is not affiliated with any collective rights management society (such as SAYCO in Colombia, SACEM in France, SGAE in Spain, etc.) in any country in the world, you authorize us to claim on your behalf, as applicable, from the collective rights management society of each country, any royalty, levy, or right that the Digital Music Services may have paid with respect to such content.

6.4 Phonographic Producer and Record Label

You must indicate through the Platform the name of the record label (associated with the phonographic producer) for each release or phonogram you intend to distribute using the Platform.

If you distribute your Content using any "Public Label Name" available on the Platform, you agree to, and authorize us to:

• Facilitate the transfer, on your part, and the acquisition, on our part, of the Reproduction Rights and Public Communication Rights to your content (sound recordings or music videos) distributed using the Platform.
• Claim on your behalf, as applicable, from the Collective Management Organization (CMO) of each country, any rights, levies, or obligations that such organizations may have collected with respect to such content.

7. Anti-Fraud Policy

7.1 Anti-Fraud Commitment

We work hard and invest significant resources to prevent automated and fraudulent use. For this reason, we have established a specific Anti-Fraud Policy, available in the "Legal" section of your account.

By accepting these Terms of Use, you also acknowledge and accept our Anti-Fraud Policy. You agree, among other things, not to authorize any third party to generate, directly or indirectly, fraudulent or invalid automated plays, particularly on Digital Music Services.

7.2 Strike System

We have implemented a progressive warning (strike) policy. Please read the Anti-Fraud Policy carefully, as we will enforce it strictly. Repeated violations may result in immediate termination of the Service.

8. Privacy and Data Protection

8.1 Privacy Policy

Our data protection policy is described in the Privacy Policy. The Privacy Policy is an integral part of our relationship, and therefore, by accepting these Terms of Use, you also acknowledge and accept our Privacy Policy, available to you in the "Legal" section of your account.

9. Warranties and Limitation of Liability

9.1 Limited Warranty

We cannot guarantee that the Platform and the Service will meet all of your expectations. Except as expressly set forth in these Terms of Use, we provide the Services and the Platform "as is" and without any additional warranty.

We disclaim all other warranties, express or implied, including warranties of non-infringement, merchantability, and fitness for a particular purpose.

The Platform cannot be tested in every possible operating environment. Accordingly, we do not warrant that the features contained on the Platform will meet all of your requirements, that operation of the Platform will be uninterrupted, or that the Platform is free of errors.

Except as set forth herein, and to the extent permitted by law, all other warranties, express or implied, statutory or otherwise, including warranties of merchantability, quality, and fitness for a particular purpose, are excluded.

9.2 Indemnification

You will assume full responsibility for, and will defend, indemnify, and hold us and third parties harmless from, any liability arising from your use of the Platform and the Service, including any claim arising from the infringement of third-party rights by Content you upload to the Platform.

9.3 Limitation of Liability for Damages

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

9.4 Exclusion of Indirect Damages

We will not be liable for any loss, whether arising directly or indirectly, from:

• Loss of profits
• Loss of savings
• Loss of goodwill
• Reputational damage
• Loss of revenue
• Loss of anticipated savings
• Loss of business or business opportunities
• Any other economic loss

Nor will we be liable for any indirect, consequential, or incidental loss or damage of any nature, whether arising from breach of contract, breach of warranty, tort, strict liability, negligence, or otherwise, even if we were advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen.

9.5 Respect for Third-Party Rights

We respect the rights of third parties (including copyright, image rights, and personality rights, etc.) and expect our users to do the same.

In accordance with applicable law governing the liability of Internet service providers, we will act promptly to remove or disable access to material uploaded by Platform users that is alleged to infringe third-party rights, upon receipt of proper notice of such infringement.

10. General Provisions

10.1 No Assignment

You may not assign your account, or any interest in it, to any third party (including companies within your own corporate group) without our prior written consent.

10.2 Severability

If any provision of this agreement is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions of this agreement will remain in full force and effect.

10.3 Promotional Services

We are not obligated to carry out any online promotion and/or marketing of your Content under these Terms of Use. However, we may offer additional promotional services that you may contract separately.

10.4 Notices

Any notice that you or we need to give in connection with the performance of these Terms of Use will be sent by email to the addresses listed in your Platform account and, in the case of notices to us, to:

UXEM Entertainment Group S.A.S Calle 92c, #66-16, Oficina 201 050042 Medellín (Colombia) Email: soporte@uxem.com.co

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. The new terms will replace prior versions.

We will notify you at least ten (10) days before the effective date of any such amendment. Your continued use of the Service and/or the Platform after the effective date of such amendment will be interpreted by us as your consent to that amendment.

Our failure to enforce, at any time, any provision of these Terms of Use, the Anti-Fraud Policy, or any other legal document does not constitute a waiver of that provision or of any other provision.

10.6 Confidentiality

If we provide you with any type of information (including, without limitation, platform statistics, performance indicators, marketing materials, etc.), you agree to treat that information as confidential. Under no circumstances may it be used (whether for your own benefit or that of a third party), disclosed, transmitted, or made public by you without our prior written agreement.

10.7 Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Colombia.

Any dispute, controversy, or claim arising out of or relating to this contract and any subsequent amendment thereto, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as any non-contractual claims, will be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of WIPO (World Intellectual Property Organization).

The arbitral tribunal will consist of a sole arbitrator. The seat of arbitration will be Medellín (Colombia). The language of the arbitration proceedings will be Spanish.

However, if local regulations impose any limitation based on the nature of the User, any claim or dispute between the parties will be resolved by the Courts of the city of Medellín (Colombia).

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By registering on the Platform and using our Services, you confirm that you have read, understood, and accepted these Terms and Conditions of Use in their entirety.

Full name: {{user_name}} ID document: {{user_document}} Address: {{user_address}}