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TERMS AND CONDITIONS

Update effective as of September 22, 2019​


​1.Welcome to Global Rockstar!

Use of this website is subject to the terms and conditions set forth below (“Terms and Conditions”).

This website, http://www.globalrockstar.com, is operated and owned by Global Rockstar GmbH, an Austrian limited liability company with its seat in Vienna, registered with the Vienna Commerical Court as FN 413241h, herein also referred to as „Label“, „Publisher“, „Distributor“, “we”, “us” or “our”.

Any use of this website, including but not limited to registering, uploading of materials and supporting a project, shall be governed by these Terms and Conditions, any other documents referred to within these Terms and Conditions, as well as any description of the services provided on the relevant page of the Platform, which also forms part of these Terms and Conditions. If you do not want to be bound by these provisions, you must not access, use and/or contribute to this Platform.

We may change these Terms from time to time for a number of reasons including, without limitation, for commercial reasons, to comply with applicable laws or regulations, or with instructions, guidance or recommendations issued by competent regulatory bodies, or for customer service-reasons. If we do, we will give you as much prior notice as possible of such changes, either by notifying you on the Platform or by sending you an email. New versions of the terms will never apply retroactively — we’ll tell you the exact date they go into effect. If you keep using Global Rockstar after a change, that means you accept the new terms.


​2.Services provided through the Global Rockstar Website

Global Rockstar is a royalty-based crowdfunding platform (the “Platform” or the „Website“), music label (the “Label”) and music publishing company (the “Publisher”), created to support artists and up-and-coming talents (the „Artist“ or the „Artists“).

Global Rockstar allows users to invest in a music production (the „Master“), its marketing, and/or a song (the „Song“) of their favorite artists and songwriters.

Global Rockstar allows „all-or-nothing“-crowdfunding-projects and „keep-it-all“-crowdfunding projects (the „Project“ or the „Projects“).

If a project is successfully funded (all-or-nothing-projects) or receives any funds (keep-it-all projects) on the Platform, the Label causes the Master recording of the Artist’s performance of the Song to be produced by a professional music producer (the „Producer“), distributed and marketed worldwide. A user who made a pledge (the „Investor“) for a successfully funded project (all-or-nothing-project) or a Project that received any funds (keep-it-all-project) is entitled to receive from Global Rockstar or its legal successors royalty payments from all revenues generated by the exploitation of the Master and/or the Song (Section 10). 


​3.Creating an Account

To sign up for an account, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, we may ask you for proof of age.

You can browse Global Rockstar without registering for an account. But to use all of Global Rockstar’s functions, you’ll need to register and set a password. You are obliged to fill out all fields of the application form honestly and, to your best knowledge, accurately.

Don’t impersonate anyone else or choose names that are offensive or that violate anyone’s rights. If you don’t follow these rules, we may cancel your account. Registration can be completed successfully only if you have filled out all mandatory fields of the application form.

Your registration will be completed after the verification of your account by following a link, which you will receive via email. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify us immediately of any breach of security regarding your account, and of any unauthorized access to your account.


​4.Use of Service

We hereby grant you permission to access and use the website in accordance with these
Terms and Conditions, provided that:

    1. ​You agree not to alter or modify any part of the website.
    2. You agree not to take any action that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone.
    3. You agree not to post information you know is false, misleading, or inaccurate.
    4.  You agree not to access content available on this website through any technology or means other than the functionality made available on the website itself.
    5. You agree not to use the website for any of the following commercial uses, unless you obtain our prior written approval:
      • ​the sale of access to the website;
      • the sale of advertising, sponsorships, or promotions placed within any uploaded, published or hyperlinked content; and
      • the sale of advertising, sponsorships, or promotions on any page of an adenabled blog or website containing content delivered via the website, unless other material not obtained from us appears on the same page and is of sufficient value to be the basis for such sale.
    1. You agree not to circumvent, disable or otherwise interfere with any security-related features of the website or features that prevent or restrict use or copying of any content or enforce limitations on use of the website or the content provided via the website.
    2.  You agree not to use any automated system, including without limitation, “robots,” “spiders,” or “offline readers”, to access the website in a manner that makes more requests to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the website, nor to use the communication systems provided via the website (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit any users of the website with respect to their content for commercial purposes.
    3.  In using the website, you will comply with all applicable laws and the Terms and Conditions, and you agree to indemnify and hold harmless Global Rockstar GmbH, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the website.


​5.How Projects work

Projects on the Platform are created by Global Rockstar on behalf of a creative team, that typically consists of an Artist, a producer and one or more songwriters (the “Team”).

Artists who wish to fund the music production of their new single and/or additional marketing measures to promote their new single can apply by writing an email to office@globalrockstar.com.

Before publishing a Project on the Platform, the Team works out in accordance with Global Rockstar, a creative concept, a budget and a marketing plan for the next single of the Artist.

In accordance with the Team, the Project settings are defined (all-or-nothing, keep-it-all, Project duration, funding goal, dedication of the funding, Artist royalties, Producer royalties, total shares offered to Investors).

Global Rockstar, as the Project owner, then invites Users to invest in the Project and to form a contract with Global Rockstar, that regulates, amongst others, the right of the Investors to receive royalties from the commercial exploitation of the Master and/or the Song, if the Project is successfully funded (all-or-nothing) or if it gets any funds (keep-it-all).

Projects are displayed on Project pages on the Platform and display the following details: 

  • the name of the Artist and his profile picture
  • a Project video including a rough version of the song that the Artist wants to produce
  • additional information about the Artist and the Song he wishes to produce
  • information if it is a „all-or-nothing“ or „keep-it-all“-Project
  • information about the designated music Producer
  • financial facts about the Artist or the opportunity (if available)
  • the Project duration (countdown of remaining time)
  • the funding goal and the current funding status
  • the designation of the funding
  • the shares that are available
  • the price of shares
  • further information concerning the investment: depending on the Project, an investor can purchase (i) shares of future royalties deriving from the exploitation of the Master rights only, (ii) shares of future royalties deriving from the exploitation of the Master rights and the publishing rights or (iii) shares of future royalties deriving from the exploitation of the publishing rights only.
  • the duration of the Investor’s right to receive royalties (the term of the royalty agreement)

The funding status of the Project is displayed on the Project profile for the following states:

  • ​LIVE PROJECT: Published Projects with available shares are called live-Projects until the end of the Project duration or until the full funding. When a Project is live, you can make a pledge for this Project.
  • FUNDED PROJECT: When all available shares are covered by pledges from Users before the end of the Project duration, the Project is funded. This means you cannot make Pledges for this Project anymore.
  • ENDED PROJECT: When the Project durations ends, and there are still shares left, the Project is ended. You cannot make pledges for this Project anymore.

In some cases, and in accord with the Artist, we might extend the Project duration.


​6.How Funding works

These are the terms that apply when you make a Pledge / invest in a Project:


All-or-nothing-Projects:

  • ​You’re only charged if the Project reaches its funding goal. You’ll provide your payment information when you pledge, but you won’t be charged. Your payment will only be collected if, at the end of the Project duration, the Project has reached its funding goal. The exact amount you pledged is the amount Global Rockstar or the Global Rockstar payment partner Mangopay will collect. If the Project is not successfully funded, you won’t be charged and no funds will be collected.
  • You agree that by (i) clicking on the „PLEDGE“ button on a Project page on the Platform and (ii) submitting your billing data on the Platform and your payment data on the payment partner page, you conclude with us a legally binding agreement, provided that (i) your payment is successful and (ii) the Project is successfully funded.
  • All further details concerning the contract between you and Global Rockstar are regulated in the Royalty Agreement that you conclude with us when you make a Pledge, and that enters into force when the Project is successfully funded.
  • When the Project is successfully funded, we submit the royalty agreement, the royalty certificate and the invoice to the email that you entered during your registration.


​Keep-it-all-Projects:

  • ​As soon as you have invested in a "keep-it-all" Project, you own the shares that you purchased, you will be entitled to receive the respective royalties, and you will be charged for the price of the purchase of the respective shares.
  • You agree that by (i) clicking on the „PLEDGE“ button on a Project page on the Platform and (ii) submitting your billing data on the Platform and your payment data on the payment partner page, you conclude with us a legally binding agreement, provided that your payment is successful.
  • All further details concerning the contract between you and Global Rockstar are regulated in the Royalty Agreement that you conclude with us when you make a Pledge, and that enters into force when the Project is successfully funded or ends.
  • When the Project has reached ist maximum funding goal or has ended, we submit the royalty agreement, the royalty certificate and the invoice to the email that you entered during your registration.


​All-or-nothing-Projects & Keep-it-all-Projects:

  • ​In some cases we’ll reserve the charge on your card. Global Rockstar and its payment partner Mangopay may authorize or reserve a charge on your credit card (or whatever payment method you use) for any amount up to the full Pledge, at any time between the Pledge and the collection of funds.
  • You can change or cancel your Pledge at any time before the end of the Project duration by contacting us via email to office@globalrockstar.com, with one exception: During the last 24 hours of the Project duration, you can’t decrease or cancel your pledge if that action would drop the Project below its funding goal. Once the Project has been funded, you cannot cancel or change your Pledge anymore.
  • If you choose to purchase shares of royalties of a Master to offer as a present, you will get the Royalty certificate issued to the new beneficial owner. In a second step we will contact you via mail to get some more info (email, address) of the new beneficial owner to enable the transfer of rights from you, as the person who purchased the rights, to the new beneficial owner. We will ask the new beneficial owner to open an account on Global Rockstar, in order to be able to withdraw his earnings from his dashboard.
  • You agree that the information given about the Artist, Producer and Project displayed on the Platform is sufficient to decide entirely at your own risk if you make a pledge. 
  • By making a pledge, you are fully aware of the chances but also of the risk not to recoup your investment with the royalties that the Master and/or the Song generates.


These are the terms that apply when you are the Artist that created the Project:

​All-or-nothing-Projects:

  • ​When the funding goal is reached and the Project is successfully funded, we collect the funds from the Investors.

​Keep-it-all-Projects:

  • ​When to Project is successfully funded with the maximum funding goal, or when the Project ended, we collect the funds from the Investors.

​All-or-nothing-Projects & Keep-it-all-Projects:

  • ​The funds are used to pay all costs of the music production and other allocations of the funding like marketing and promotional measures. Global Rockstar and its payment partner Mangopay will substract fees from the collected funds. (section 11)
  • Global Rockstar organizes and supervises the recording and production of the Project Song together with you and the Producer. Global Rockstar will pay for all costs according to the designation of the funding.
  • When the Master is finished to the Team’s satisfaction, Global Rockstar releases it digitally in all relevant streaming- and download-stores worldwide, takes care of promotional- and marketing- measures and advises you on additional marketing- and promotion activities. Global Rockstar will pay for all additional marketing- and promotion- costs, if they are part of a Project, according to the designation of the funding.
  • Global Rockstar collects the royalties and distributes them to you and all other beneficial owners after deducting a handling fee (including payment partner fees) and a distribution fee. (section 11)
  • All further details of the contract between you and Global Rockstar are regulated in the Artist recording contract that you sign before creating a Project.


​7.Pledges & Payments

In order to make a pledge / to invest in a Project you must be over 18 years of age and possess an acceptable valid credit or debit card issued by a bank acceptable to us. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the payment.

Global Rockstar has chosen MANGOPAY SA to manage the services involving monetary payment by bank card or direct debit through the MangoPay system. When you back or create a Project, you’re also agreeing to the payment processor’s terms of service.

Global Rockstar thus enables its Users to become electronic money unit holders, which they can allocate as contributions to a Project in a few clicks. In using the bank card or direct debit payment system proposed on the Global Rockstar website, you must accept the Terms of Use for the MangoPay Electronic Money service. (section 22)


​8.Artists: Rights and Obligations

By uploading, publishing, hyperlinking or otherwise making available any content (the “Content”) on the website, or by submitting such Content to Global Rockstar in order to create a Project

A. you represent and warrant that, (i) such Content does not violate any local, national, or international laws or regulations, (ii) you own such Content or, to the extent you do not own such Content, you have secured all necessary rights (e.g. authors’ rights, publishing rights, related rights, samples etc…) from any relevant third parties with respect to such Content, including, where applicable, the right to enter such Content into a Project and to dispose of it in any way contemplated by these Terms and Condictions, including that you dispose of the rights of such Content in a way that allows (i) the assignment of royalties to Investors by Global Rockstar and (ii) a worldwide distribution and exploitation by Global Rockstar; and

B. grant us the following irrevocable, worldwide, exclusive, sublicensable and transfereble rights with respect to any Content:

1.) The right to host and publish such Content on this website, and to stream such Content online, including without limitation via online radio, smart TV or similar channels.

2.) The right to reproduce, distribute and prepare derivative works of such Content, including audio extracts from videos uploaded by the Artist, for any purposes, including, without limitation, the promotion of such Content in any media channel in whatever format.

3.) The right to broadcast such Content in TV advertisements of Global Rockstar, including without limitation via public and private television broadcasters.

4.) The right to display advertisements on the same page as any such Content.

5.) The right to allow users to use such Content in accordance with these Terms and Conditions.


Artists who create/are part of Projects:

Artists who wish to create Projects on Global Rockstar, and all Artists who are part of Projects sign a separate Artist recording contract (the “recording contract”) with Global Rockstar, prior to the publishing of their Project, that regulates:

  • ​the recording and production of the Master of the Song for which the Project is created,
  • the grant of rights from the Artist to Global Rockstar to enable an exclusive worldwide distribution and promotion of the resulting music production, and
  • the payment of Royalties from Global Rockstar to the Artist, deriving from the exploitation and utilization of the resulting Master by Global Rockstar.

​All-or-nothing-Projects:

  • ​The recording contract enters into force when the Project is successfully funded.
  • The recording contract complements these Terms and Conditions for Artists who create Projects, and for Artists that are part of Projects.
  • In case the Project is not successfully funded, the Artist will not be bound to any additional contract with Global Rockstar that exceeds these Terms and Conditions.

​Keep-it-all-Projects:

  • ​The recording agreement enters into force with signing.
  • The recording contract complements these Terms and Conditions for Artists who create Projects, and for Artists that are part of Projects.
  • The recording agreement enters into force with its signing, and the respective Song and Master of the Artist will be released worldwide via the Label.


Songwriters who create/are part of Projects:​

Songwriters who wish to create Projects on Global Rockstar, and all Songwriters who are part of Projects sign a separate publishing contract (the “publishing contract”) with Global Rockstar, prior to the publishing of the Project.

The publishing contract complements these Terms and Conditions for Songwriters who create Projects, and for Songwriters who are part of Projects.

​All-or-nothing-Projects:

The publishing contract enters into force when the Project is successfully funded.

​Keep-it-all-Projects:

The publishing contract enters into force with its signing, and the respective Song will be released worldwide via the Label.


​9.Pledgers & Investors: Rights and Obligations

A User who makes a Pledge for a Project (the “Pledger”) enters into an additional legal agreement with Global Rockstar (the “Royalty Agreement”) that complements these Terms and Conditions. Users can preview the respective Royalty Agreement template on the Project pages of the Platform.

​All-or-nothing-Projects:

  • The Royalty Agreement enters into force when the Project is successfully funded and the amount pledged is payed.
  • When a User decides to invest in a Project, he chooses on a Project profile on the Platform the percentage of shares he wants to purchase, is informed about the price for these shares, and can preview the Royalty Agreement that he concludes with Global Rockstar, when the Project gets successfully funded. By filling out all necessary fields on the following page of the Platform (the “Pledge form”) and submitting the Pledge form, the Pledger enters into a binding legal agreement with Global Rockstar that regulates among other things, provided that the Project gets successfully funded until the end of the project duration, (i) the obligation and terms of the payment and (ii) the right to receive royalties from Global Rockstar or its legal successors.
  • When a Project is successfully funded, the Pledger is obliged to pay the agreed amount. As soon as this amount is transferred via the Global Rockstar payment partner Mangopay to Global Rockstar, the Royalty Agreement enters into force and the Pledger becomes an Investor (the „Investor“).
  • If a Project is not successfully funded, the Pledger is not charged and does not enter into any additional legal agreement with Global Rockstar concerning this Project.

​Keep-it-all-Projects:

  • ​The Royalty agreement enters into force when to Project is successfully funded or ended and the amount pledged is payed.
  • When a User decides to invest in a Project, he chooses on a Project Profile on the Platform the percentage of shares he wants to purchase, is informed about the price for these shares, and can preview the Royalty Agreement that he concludes with Global Rockstar, when the Project reaches its maximum funding goal or ends. By filling out all necessary fields on the following page of the Platform (the “Pledge form”) and submitting the Pledge form, the Pledger enters into a binding legal agreement with Global Rockstar that regulates among other things (i) the obligation and terms of the payment and (ii) the right to receive royalties from Global Rockstar or its legal successors.
  • When a Project reaches its maximum funding goal or ends, the Pledger is obliged to pay the agreed amount. As soon as this amount is transferred via the Global Rockstar payment partner Mangopay to Global Rockstar, the Royalty Agreement enters into force and the Pledger becomes an investor (the „Investor“).
  • If a Project does not reach its maximum funding goal and ends, the Royalty agreement enters nevertheless into force, the respective Song is released and the Pledger is entitled to receive the respective Royalties.

Depending on the details of a Project, displayed on the Project Profiles on the Platform, we differentiate between 3 kinds of Royalty Agreements:

    1. ​The Master Rights Royalty Agreement:
      The Investor purchases the right to receive future Royalties deriving from the exploitation of the Master.
    2. The Master & Publishing Rights Royalty Agreement:The Investor purchases (i) the right to receive future Royalties deriving from the exploitation of the Master and (ii) the right to receive future Royalties deriving from the exploitation of the Publishing Rights of the Song.
    3. The Publishing Rights Royalty Agreement:The Investor purchases the right to receive future Royalties deriving from the exploitation of the Publishing Rights of the Song.

The term of the respective Royalty Agreements varies depending on the details of a Project, displayed on the Project Profiles on the Platform, in a range from 5 years up to the full duration of the Copyright (For Master Rights: up to 70 years from the first release of the Master / For Publishing Rights: Up to 70 years after the death of the author).


​10.Royalties, statement of account and payment

Investors are entitled to receive from Global Rockstar or its legal successors, according to the details of the Project and the Royalty Agreement they concluded

(i) royalty payments from all revenues generated by the exploitation of the Master for the term of the Royalty Agreement, or

(ii) royalty payments from all revenues generated by the exploitation of the Master and royalty payments from all revenues generated by the exploitation of the publishing rights of the Song for the term of the Royalty Agreement, or

(iii) royalty payments from all revenues generated by the exploitation of the publishing rights of the Song for the term of the Royalty Agreement,

provided that the promised payment from the Pledge has been transferred successfully via the Global Rockstar payment partner Mangopay to Global Rockstar.

Starting 90 days after the release date of the Master, the Investors’s Net Income shall be posted on the Investor’s account on the Platform, or in monthly statements of account via Email to the Investor’s Email address, in a timely fashion after Global Rockstar’s receipt thereof. Once payment has been credited to the Investor’s account, the Investor shall be able to withdraw all or any portion at its discretion. The Investor shall be responsible for any bank fees or other charges related to such withdrawals. The Investor is obliged to declare and pay all respective taxes related to his earnings from Royalties.

Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and the Investor hereby waives any longer statute of limitations that may be permitted by law.


​11.Our fees

Creating an account on Global Rockstar is free.
We only collect fees when a Project is successfully funded.

​All-or-nothing-Projects:

For successfully funded Projects, Global Rockstar deducts a firm handling charge of 10% from the net receipts that incur from the funding of production budgets (music production, video production, artwork) from payments of Investors. Global Rockstar deducts no fees from the net receipts incurring from the funding of marketing budgets (playlist promotion, radio promotion, advertisements) if the respective marketing measures are effectuated in-house. In case that marketing measures are effectuated from third party agencies, Global Rockstar deducts 25% from the net receipts incurring from the funding of marketing measures for booking, supervision and reporting.

​Keep-it-all-Projects:

For Projects that reach their maximum funding goal or Projects that end, Global Rockstar deducts a firm handling charge of 10% from the net receipts that incur from the funding of production budgets (music production, video production, artwork) from payments of Investors. Global Rockstar deducts no fees from the net receipts incurring from the funding of marketing budgets (playlist promotion, radio promotion, advertisements) if the respective marketing measures are effectuated in-house. In case that marketing measures are effectuated from third party agencies, Global Rockstar deducts 25% from the net receipts incurring from the funding of marketing measures for booking, supervision and reporting.


Concerning royalty payments to Investors, Artists and Producers from the exploitation of the Master, Global Rockstar deducts a firm distribution fee of 25% from the net receipts incurring from the exploitation of the Master.

Concerning royalty payments from the exploitation of the Publishing Rights, Global Rockstar deducts a firm handling charge of 10%.


​12.How to create a Project

In the current version of this Platform, only hand-selected Projects are published. If you wish to create a Project, please contact office@globalrockstar.com.

If you want to create a Project, you need to sign a separate agreement with Global Rockstar, granting Global Rockstar all necessary rights to (i) publish the Project and to (ii) handle all connected legal agreements to enable the worldwide exploitation of the resulting Master and/or Song, if the Project gets successfully funded.

After that, you need to submit a Project video, pictures and additional informations to the Project and choose a funding goal, a project duration and the amount of shares that you wish to give away to Investors. Together with us, you decide who will be part of your Team.

With all your information and files, Global Rockstar then creates and displays the Project on the Platform. Legally, you are then the Project creator and Global Rockstar is the Project owner. Global Rockstar handles (i) all contracts with you, the Producer and Investors, (ii) the worldwide distribution and marketing of the Master, (iii) the collection of all Royalties deriving from the exploitation of the Master and/or the Song, and (iv) the Royalty payments to all beneficial owners.

Together with you, we decide how the funding should be used to enable the best success for your music production.

The funding can be allocated to:

  • ​the fee of the music producer
  • the costs of the studio where you are recording
  • the costs for mixing and mastering
  • the costs for musicians
  • the cover artwork
  • a videoclip
  • additional marketing and promotion


​13.Rights and Obligations of the Global Rockstar Music Label

When a Project is published on the Global Rockstar website, Global Rockstar has already obtained all necessary rights, in separate agreements (that complement these Terms and Conditions) with the Artist, the Songwriter and the Producer to

  • ​create and publish a Project on the Global Rockstar Website as Project owner
  • offer royalties of the planned music production and/or the Song to Investors
  • be the record Label and Master owner of the resulting music production
  • be the Publisher of the Song
  • market, advertise and exploit the Master and/or the Song exclusively worldwide by all
    means and media

When a Project is successfully funded (all-or-nothing-Projects) or when a project reaches its maximum funding goal or ends (keep-it-all-Projects) Global Rockstar Music shall

  • ​cause the Master Recording of the Artist’s performance of the Song by the Producer and shall use its best efforts to realize the production on the highest quality level,
  • supervise the production as executive producer, and shall use its best efforts to advise all contributors involved in the production,
  • use the funds collected on the Platform for the successfully funded Project to pay all costs according to their agreed allocation,
  • handle all contracts and Royalty payments with all beneficial owners,
  • distribute the Master as digital Single (the „Single“) in all relevant Streaming- and Download- Stores worldwide, and
  • use its best efforts to promote the Master and/or the Song.

You acknowledge that in providing the distribution of the Master and the respective Royalty payments to the beneficial owners of such Royalties, Global Rockstar will be required to enter into certain agreements with aggregators or directly with various Consumer Stores. The selection of these aggregators and Consumer Stores shall be within the sole discretion of Global Rockstar.

You acknowledge that in providing the exploitation of the Publishing Rights of the Song and the respective Royalty payments to the beneficial owners of such Royalties, Global Rockstar will be required to enter into certain agreements with collecting societies. The selection of these collecting societies shall be within the sole discretion of Global Rockstar.


​14. Limitations of Global Rockstar’s Obligations

Global Rockstar may stop the distribution of the Master in Streaming- and Download- Stores worldwide

  • ​if in two consecutive years, Global Rockstar’s Net Receipts from the commercial exploitation of the Master account for less than 30 € per year, or
  • if the Artist exercises an optional call right without Global Rockstar’s objection.

In case (i) Global Rockstar stops the distribution of the Master, or (ii) the Artist terminates the Artist recording agreement with Global Rockstar’s consent, Global Rockstar shall resign from the rights to the Master, and the rights to receive a handling charge and a distribution fee,
and shall transfer (i) the rights to the Master and (ii) all rights and obligations of the Royalty Agreement to the Artist, who becomes then the Master owner. The Artist may distribute and exploit the Master at his sole discretion. The rights of the Investors to receive Royalties shall remain as agreed in the Royalty Agreement. Global Rockstar shall provide the Artist with all necessary information concerning the Investors in order to enable the Artist to pay future Royalty payments directly to the Investors.


​15. Termination

You may terminate your account at any time. Our rights regarding any content you’ve already submitted to us published on the Platform survive the termination. (If you’ve launched a project, deleting your account will not remove the project from the Platform.)

Beneficial owners of Royalties (Artists,Producers, Investors) who terminate their account waive their right to receive further Royalties, if their Net Receipts account for less than 50 € in the previous year before the termination.

Beneficial owners of Royalties who terminate their account but generated Net Receipts that account for more than 50 € in the previous year before the termination, shall provide Global Rockstar with their email, billing information and bank account information. Global Rockstar shall provide to these beneficial owners yearly Royalty statements via email. Global Rockstar shall pay the respective Royalties to the beneficial owners after Global Rockstar’s receipt of an invoice from the beneficial owner. Beneficial owners who do not provide the necessary information to Global Rockstar within 6 month from the termination of their account waive their right to receive further Royalties.

Global Rockstar collects the Royalties of beneficial owners who waive their right to receive further Royalties and donates these funds to charitable purposes.


​16.Process for Dealing with Allegations of Copyright Infringement

If you are a copyright owner or an agent thereof and believe that any content available on the Platform infringes upon your copyrights, you may submit a notification to office@globalrockstar.com. The notification must contain:

  • ​a physical or electronic signature of a person authorized to act on behalf of the copyright owner;
  • identification of the copyrighted work or works you believe has or have been infringed;
  • identification of the content you believe constitutes copyright infringement along with information sufficient to permit the service provider to locate the material;
  • your contact information, including, at a minimum your address, telephone number, and email address; and
  • a statement that certifiying under penalty of perjury that you are, or are acting on behalf, of the copyright owner and that the content in question is not authorized by the copyright owner.

If you believe that any of your content that has been removed from the website is not infringing a third party’s copyright, or that you have the authorization from the copyright owner to upload, publish or hyperlink such content on the Platform, you may send a counternotice containing the following information to Global Rockstar:

  • ​your physical or electronic signature;
  • Identification of the content that has been removed and the location at which the content appeared before it was removed;
  • a statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and
  • your contact information, including, at a minimum your address, telephone number, and email address.

If we receive an infringement notice, we may send a copy of such notice to the original complaining party. Unless the complaining party files an action seeking a court order against the user, we may, in our sole discretion and after consulting with legal counsel, restore the removed content.


17.Other websites

This Platform may contain links to other websites. When you access third-party websites, you do so at your own risk. We don’t control or endorse those sites.

Global Rockstar has chosen MANGOPAY SA to manage the services involving monetary payment by bank card or direct debit through the MangoPay system. When you invest in a Project or create a Project, you’re also agreeing to the payment processor’s terms of service.


18.Disclaimer

In no event shall we be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (I) errors, mistakes, or inaccuracies of content, (II) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the website, (III) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein, (IV) any interruption and all personal information stored therein, (V) any interruption or cessation of transmission to or from the website, (VI) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the website by any third party, and/or (VII) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted or otherwise made available via the website, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.


​19.General

You acknowledge and agree that the Platform is provided from, and that the servers and staff responsible for operating the website are based in, Vienna, Austria and that, accordingly, the operation of the Platform does not give rise to personal jurisdiction over Global Rockstar GmbH, either specific or general, in jurisdictions other than Austria. These Terms and Conditions shall be governed by the laws of the Federal Republic of Austria, without giving effect to its conflict of laws principles. Any claim or dispute between you and Global Rockstar GmbH that arises in whole or in part from the Platform shall be decided exclusively by a court of competent jurisdiction located in Vienna, Austria.

If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of this these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term, and Global Rockstar´s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.


​20. Privacy policy

GENERAL

Global Rockstar is committed to safeguarding the privacy of its website visitors; this policy sets out how Global Rockstar will treat your personal information. Our website uses cookies. We will ask you to consent to our use of cookies in accordance with the terms of this policy when you first visit our website. By using our website and agreeing to this policy, you consent to our use of cookies in accordance with the terms of this policy.

This Privacy Policy is part of globalrockstar.com Terms and Conditions (“Terms”) posted at www.globalrockstar.com/terms and is governed by it. Where the terms in this document are capitalized but not have a definition provided, the definition is set forth in the Terms.


​1. Introduction

1.1 Term. 

This Privacy Policy is effective with respect to any data that we’ve collected, or collect, about and/or from you, according to our Terms.

1.2 Changes to the Private Policy. 

If there are any changes to this Privacy Policy, we will give you as much prior notice of such changes via email, to the email address you have previously supplied us with, if any, or a notice on the relevant page of our Website, or any other device through which you access our Services. Any such modification will take effect within thirty days of publication. Continuing to use the Service after the new policy takes effect means that you agree to the new policy. Note that if we need to adapt our policy to legal requirements, the new policy will become effective immediately or as required.

1.3 Questions.

If you have any questions or comments, or if you want to update, delete, or change any Personal Information you’ve submitted on the Website, please write to us by email to office@globalrockstar.com. You may also contact us by postal mail at:

Global Rockstar GmbH
Wasagasse 33/4
A-1090 Vienna
Austria


​2. What information do we collect?

We may collect, store and use the following types of information about you (“Personal Information”):

2.1 Information You Provide to us.

When you register to use the Services, to get email notifications and/or newsletter, send us an email, or post on our blog, or when you subscribe to our Services, you’re giving us information we collect. That information may include your name, your artist/band name, date of birth, email address, city, country, phone number, the music genre you play, profile information and other details like gender, occupation, and other demographic information. By giving us this information, you consent to your information being collected, used, disclosed, and stored by us, only as described in our Terms and in our Privacy Policy.


2.2 Information from Your Use of the Service.

We may get information about how and when you use the Services. This information may include your IP address, time, date, geographical location, browser type and version, operating system, referral source, length of visit, page views, and website navigation.


2.3 Information that you upload.

The content you upload to the Service, whether from your own device or from a cloud-based hosting service, including any data, text, graphic, audio and audio-visual files, may include personal information. The uploaded content may be accessible to others. Please use caution when uploading content, and avoid any involuntary disclosure of personal information of others without their consent. This information may include the links to your YouTube videos, the link to purchase your music on iTunes, text you provide to us to describe your video content, lyrics of your song as provided by you.


2.4 Cookies

When you register to use www.globalrockstar.com, we may store "cookies". This is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser. We may use both "session" cookies and "persistent" cookies on the website. Session cookies will be deleted from your computer when you close your browser. Persistent cookies will remain stored on your computer until deleted, or until they reach a specified expiry date.

We will use the session cookies to: keep track of you whilst you navigate the website; prevent fraud and increase website security; and other uses. We will use the persistent cookies to: enable our website to recognize you when you visit; keep track of your preferences in relation to your use of our website; and other uses.

We use Google Analytics to analyze the use of this website. Google Analytics generates statistical and other information about website use by means of cookies, which are stored on users' computers. The information generated relating to our website is used to create reports about the use of the website. Google will store this information. Google's privacy policy is available at: http://www.google.com/privacypolicy.html.

Our advertisers / payment services providers may also send you cookies.

We publish Google AdSense interest-based advertisements on our website. These are tailored by Google to reflect your interests. To determine your interests, Google will track your behavior on our website and on other websites across the web using the DART cookie. You can view, delete or add interest categories associated with your browser using Google's Ads Preference Manager, available at: http://www.google.com/ads/preferences/. You can opt out of the AdSense partner network cookie at: http://www.google.com/privacy/ads/ or by using the NAI's (Network Advertising Initiative's) multi-cookie opt-out mechanism at: http://www.networkadvertising.org/managing/opt_out.asp. However, these opt-out mechanisms use cookies, and if you clear the cookies from your browser your opt-out will not be maintained. To ensure that an opt-out is maintained in respect of a particular browser, you should use the Google browser plug-in available at: http://www.google.com/ads/preferences/plugin.

You can manage your preferences relating to the use of cookies on our website by visiting http://www.google.com/ads/preferences/. Most browsers allow you to reject all cookies, whilst some browsers allow you to reject just third party cookies. For example, in Internet Explorer (version 9) you can refuse all cookies by clicking "Tools", "Internet options", "Privacy", and selecting "Block All Cookies" using the sliding selector. Blocking all cookies will, however, have a negative impact upon the usability of many websites, including this one.


2.5 Web Beacons

When we send emails to registered www.globalrockstar.com users, we'll sometimes track who opened the emails and who clicked the links. We do that to measure the performance of our email campaigns and to improve the Services for specific segments of Users. To do this, we include single pixel gifs, also called web beacons, in emails we send. Web beacons allow us to collect information about when you open the email, your IP address, your browser or email client type, and other similar details. We use the data from those Web Beacons to create the reports you see about who has or has not opened emails or clicked links. Reports are also available to us when we send you email, so we may collect and review that information.


​3. Use and disclosure of Your Personal Information

We may use and disclose your Personal Information only as follows:

(i) To administer the website;
(ii) To improve your browsing experience by personalizing the website;
(iii) To enable your use of the services available on the website;
(iv) To send you contracts purchased via the website, and supply to you services purchased via the website;
(v) To send statements and invoices to you, collect payments from you and transfer Royalties to you;
(vi) To send you general (non-marketing) commercial communications;
(vii) To send you email notifications;
(viii) To send you our newsletter and other marketing communications relating to our business or the businesses of carefully-selected third parties and sponsors which we think may be of interest to you, by post or, where you have specifically agreed to this, by email or similar technology (and you can inform us at any time if you no longer require marketing communications);
(ix) To provide Users support and obtain feedback;
(x) To protect the rights and safety of us and our employees, agents, owners, suppliers or subcontractors, users, third parties, and others;
(xi) To meet legal requirements, such as complying with court orders and valid subpoenas;
(xii) To prosecute and defend a court, arbitration, or similar proceeding;
(xiii) To provide third parties with statistical information about our users – but this information will not be used to identify any individual user;
(xiv) To deal with enquiries and complaints made by or about you relating to the website;
(xv) To keep the website secure and prevent fraud;
(xvi) To verify compliance with the Terms governing the use of the website (including monitoring private messages sent through our website private messaging service);
(xvii) To provide you with a translated version of the website according to your geographical location;
(xviii) To provide you with a country specific welcome page including translations of all relevant text according to the current location of your terminal equipment.


​4. Security

4.1 Notice of Breach of Security.

If a security breach causes an unauthorized intrusion into our system that materially affects you, then www.globalrockstar.com will notify you as soon as possible and subsequently report the corrective action taken in response to the intrusion.


4.2 Safeguarding Your Information

To protect your information, our payment partner Mangopay uses the latest technology for secure transactions. In addition, our vendor is certified as compliant with card association security initiatives, like the Visa Cardholder Information Security and Compliance (CISP), MasterCard® (SDP), and Discovery Information Security and Compliance (DISC). All our website financial transactions are handled through third party payment service providers. We will share information with such providers only to the extent necessary for the purposes of processing payments you make via our website, refunding such payments and dealing with complaints and queries relating to such payments and refunds.

We will take reasonable technical and organizational precautions to prevent the loss, misuse or alteration of your personal information and will store all the personal information you provide on our secure (password- and firewall-protected) servers.

You acknowledge that the transmission of information over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.

You are responsible for keeping your password and other login details confidential. We will not ask you for your password except when you log in to the website. . Account passwords are encrypted, which means we can’t see your passwords. We can’t resend forgotten passwords either. We’ll only reset them.


5. Compliance

5.1 Safe Harbor Certification

www.globalrockstar.com complies with the U.S.–E.U. and U.S.–Swiss Safe Harbor Framework, which is overseen by the U.S. Department of Commerce and covers the collection, use, and retention of personal data from European Union member countries and Switzerland. We certify that we follow the principles of notice, choice, onward transfer, security, data integrity, access, and enforcement.


5.2 Accuracy of Data, Transparency and Choice

We do our best to keep your data accurate and up to date, to the extent that you provide us with the information we need to do that. If your data changes (like a new email address), then you’re responsible for notifying us of those changes.
We only store data about you for as long as it’s reasonably required to fulfill the purposes that gave us the right to access it in the first place. Unless it’s prohibited by law, we’ll remove any Personal Information about you from our servers at your request.


5.3 Austria Data Protection

We are notified as a “data controller” in respect of personal data about Austrian clients whom we collect personal data in accordance with this Privacy Policy. Under Austrian law, we are a “data controller” in respect of the personal data about our Austrian Users.


5.4 Regular reviews

We regularly review our compliance with this Privacy Policy. If we receive a written complaint, then we’ll respond to the person who made it.


6. Protection of the Privacy of Children

Due to its international character Global Rockstar reserves the right to limit access to its services for users under the age of 13 (users defined by the US Children’s Online Privacy Protection Act from 1998 as children). Thus, Global Rockstar is not directed to children under the age of 13, where applicable by US law and does not allow registration by users younger than 13 years of age.

This requirement is clearly posted during the registration process on Global Rockstar. Global Rockstar does also not collect any personally identifiable data from children and within its contest does not collect any data, which goes beyond means that are reasonably necessary (as stated in the US Children’s Online Privacy Protection Act).


7. Public Information and Third Parties

7.1 Social Media Widgets.

Our Website may include social media features, like the Facebook; twitter, Google+ button. These features may collect information about your IP address and which page you’re visiting on our site, and they may set a cookie to make sure the feature functions properly. Social media features and widgets are either hosted by a third party or hosted directly on our site. Your interactions with those features are governed by the privacy policies of the companies that provide them.


7.2 Links to Third-Party Sites.

Our Website include links to other websites, like youtube.com, whose privacy practices may be different from www.globalrockstar.com. If you submit Personal Information to any of those sites, your information is governed by their privacy policies. We encourage you to carefully read the privacy policy of any website you visit. Our offerings may include features or functionalities provided by third parties. In the process of providing such functionalities within our Services, your system may automatically send certain technical information to the third party provider. The use of these third-party provided features or functionalities is subject to their own privacy policies. We may use agents and contractors in order to help operate our Services. Their use of information is limited to these purposes.


8. Your rights

You may instruct us to provide you with any personal information we hold about you. Provision of such information will be subject to the supply of appropriate evidence of your identity (for this purpose, we will usually accept a photocopy of your passport certified by a solicitor or bank plus an original copy of a utility bill showing your current address). We may withhold such personal information to the extent permitted by law.

You may instruct us not to process your personal information for marketing purposes, by sending an email to us. In practice, you will usually either expressly agree in advance to our use of your personal information for marketing purposes, or we will provide you with an opportunity to opt out of the use of your personal information for marketing purposes.


​21.Cookie use

When you register to use www.globalrockstar.com we may store "cookies".
This is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server. This enables the web server to identify and track the web browser. We may use both "session" cookies and "persistent" cookies on the website. Session cookies will be deleted from your computer when you close your browser. Persistent cookies will remain stored on your computer until deleted, or until they reach a specified expiry date.

We will use the session cookies to: keep track of you whilst you navigate the website; keep track of items in your shopping basket; prevent fraud and increase website security; and other uses. We will use the persistent cookies to: enable our website to recognize you when you visit; keep track of your preferences in relation to your use of our website; and other uses.

We use Google Analytics to analyze the use of this website. Google Analytics generates statistical and other information about website use by means of cookies, which are stored on users' computers. The information generated relating to our website is used to create reports about the use of the website. Google will store this information. Google's privacy policy is available at: http://www.google.com/privacypolicy.html.

Our advertisers / payment services providers may also send you cookies.

We publish Google AdSense interest-based advertisements on our website. These are tailored by Google to reflect your interests. To determine your interests, Google will track your behavior on our website and on other websites across the web using the DART cookie. You can view, delete or add interest categories associated with your browser using Google's Ads Preference Manager, available at: http://www.google.com/ads/preferences/. You can opt out of the AdSense partner network cookie at: http://www.google.com/privacy/ads/ or by using the NAI's (Network Advertising Initiative's) multi-cookie opt-out mechanism at: http://www.networkadvertising.org/managing/opt_out.asp. However, these opt-out mechanisms use cookies, and if you clear the cookies from your browser your opt-out will not be maintained. To ensure that an opt-out is maintained in respect of a particular browser, you should use the Google browser plug-in available at: http://www.google.com/ads/preferences/plugin.

Most browsers allow you to reject all cookies, whilst some browsers allow you to reject just third party cookies. For example, in Internet Explorer (version 9) you can refuse all cookies by clicking "Tools", "Internet options", "Privacy", and selecting "Block All Cookies" using the sliding selector. Blocking all cookies will, however, have a negative impact upon the usability of many websites, including this one.


​22.MangoPay Terms of Use

MANGOPAY PAYMENT SERVICES FRAMEWORK CONTRACT
General Conditions of Use for the Payment Services
Version of July, 1st 2019

Entered into between:

The client, a legal or physical person registered in the Business and Companies Registry (or a national business registry or any other equivalent professional organisation) in a Member State of the European Union or in a State that is part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, acting exclusively on their own behalf for professional purposes (commercial, industrial, artisanal or independent),

hereinafter, referred to as the “Account Holder” or “Professional Account Holder”,

or

The client, a legal or physical person resigning in a Member State of the European Union or in a State that is part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, acting exclusively on their own behalf for non-professional purposes,

hereinafter, referred to as the “Account Holder” or “Consumer Account Holder”, party of the first part,

and,

MANGOPAY SA a société anonyme [joint-stock company] governed by Luxembourg law, with capital of 6,200,000 euros, the registered office of which is located at 2, Avenue Amélie, L-1125 Luxembourg and registered in the Luxembourg Business and Companies Registry under number B173459, authorised to exercise their activity in the European Economic Area, in the capacity of an electronic money institution authorised by the Luxembourg Commission de Surveillance du Secteur Financier [Oversight Commission of the Financial Sector], 283 route d’Arlon L-1150 Luxembourg, www.cssf.lu,

hereinafter, referred to as the “Service Provider”, party of the second part,hereinafter, referred to separately as a “Party” and together as the “Parties”.

Note:
The Account Holder is asked to carefully read this Framework Contract provided to them by the Platform before accepting it. They are asked to download a hard copy of it. By default, communication with the Service Provider is always carried out through the Platform, according to the terms established in the General Conditions of the Site, except when a distinct communication method is established in the Contract.


1. Definitions

For the purposes hereof, the terms hereinbelow are defined as follows:

“Authentication”: indicates the procedures defined by the Platform in order to identify the Account Holder or the validity of a Payment Order. These procedures include using the Personalised Security Data and the Identification Data.

“Strong Authentication”: indicates the Authentication procedures defined by the Platform and that respond to the requirements of European Directive 2015/2366 of 25 November 2015. This Strong Authentication specifically includes elements that allow for establishing a dynamic link between the Operation, the amount and the Beneficiary.

“Banks”: indicate credit institutions in charge of protecting funds collected by the Service Provider on behalf of the Account Holder. These funds are safeguarded in an account opened for this purpose, held by a credit institution designated by the Service Provider.

“Beneficiary”: indicates the legal or physical person, creditor of a Payment Operation issued by the Account Holder.

“Card”: indicates the debit card, payment card or credit card used to transfer the funds to an Account Holder designated on the Payment Account opened in the Service Provider’s books. This card must be within one
of the following networks: Visa, MasterCard, CB.

“Payment Account” or “Account”: indicates the Payment Account used by the Service Provider in the name of the Account Holder and used to carry out payment operations. The Account may in no way be associated with a deposit account. The currency of the Account is indicated on the Site during registration sign-up.

“General Conditions of the Site”: indicates the general conditions of use of the Site entered into between the users of the Site and the Platform, specifically governing access to the Site.

“Price Conditions”: indicates the financial terms agreed to between the Account Holder and the Platform, including the fees under this Framework Contract.

“Framework Contract”: indicates these General Conditions of Use of the Payment Services, including the Registration Form and the Price Conditions, governing the use of the Payment Services as well as managing the Payment Account by the Service Provider.

“Personalised Security Data”: indicates the personal data provided by the Platform to the Account Holder for the purposes of Authentication. It includes the Identification Data, as well as potentially any other data
related to the Authentication procedure or Strong Authentication.

“Identification Data”: indicates the unique identifier and the password of the Account Holder, that allows them to access their Personal Online Area.

“Personal Data”: indicates any information related to the physical person who is the Account Holder, or a physical person related to the legal person who is the Account Holder (specifically a corporate executive, a beneficial owner, or an Authorised Person), under the meaning in European Regulation 2016/679 related to protecting personal data.

“Personal Online Area”: indicates the environment dedicated to the Account Holder, accessible on the Site of the Platform, allowing them to access their Payment Account and use the Payment Services.

“Registration Form”: indicates the form to be filled out by anyone wishing to register for Payment Services, accessible on the Site at registration or made available by the Platform.

“Business Day”: indicates a calendar day with the exception of Saturdays, Sundays, and public holidays in mainland France and Luxembourg and any other day designated as such by the Service Provider.

“Payment Methods”: indicates the payment methods other than the Card, listed on the Site, and the option of which is offered by the Service Provider. The Account Holder activates the Payment Methods of their choice from their Personal Online Area.

“Payment Operation”: indicates a routine or one-time transfer, ordered by the Account Holder or by any representative authorised for this purpose, debited from the Payment Account.

“Payment Order”: indicates the instructions given by the Account Holder to the Service Provider in compliance with the procedure established in the Framework Contract to carry out a Payment Operation.

“Payment Page”: Indicates the page secured by the banking service of the Service Provider.

“Person in Question”: indicates the physical person who is the Account Holder or any person related to the Account Holder (specifically a corporate executive, a beneficial owner, or an Authorised Person), whose Personal Data is processed in the framework of the performance of this Framework Contract.

“Authorised Person”: indicates any representative designated by the Account Holder in order to access the Payment Account and use the Payment Services on their behalf.

“Platform”: indicates the entity, the contact information of which are indicated in the General Conditions of the Site, who manages the Site. It prepares, facilitates and advises prospects, for the purposes of the
Framework Contract through the use of its Site. It accompanies Account Holders during their entire relationship with the Service Provider in the framework of carrying out their Payment Operations. It collects
the documents necessary to open an Account. The Platform does not collect funds with the exception of the fees agreed to in the Price Conditions.

“Service Provider”: indicates MANGOPAY SA, issuer of Electronic Money, authorised in Luxembourg by the Commission de Surveillance du Secteur Financier under reference number 3812 and authorised to carry out its activity in all Member States of the European Union. The Service Provider appears on the list of electronic money institutions available at www.cssf.lu/surveillance/ep-eme/listes-officielles.

“Third-Party Payment Service Providers” or “Third-Party PSP”: indicates any institution, other than the Service Provider, authorised in a Member States of the European Union or part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against
money laundering and the financing of terrorism.

“Platform Customer Service”: indicates the customer service whose contact information is indicated on the Site, from which the Account Holder may obtain information regarding the Framework Contract.

“Payment Services”: indicates the payment services defined in Points 3 and 5 of the Annex of the Luxembourg Law of 10 November 2009, relative to payment services.

“Site”: indicates the website used by the Platform whose purpose is to sell goods or services to Users or to collect funds from them, or to put Account Holders in contact with Users.

“Hard Copy”: indicates any instrument allowing the Account Holder to store information addressed to them personally in order to be able to refer to it later during a time period adapted for the purposes for which the information is provided and allowing them to identically reproduce the information stored. It is generally offered in the form of a PDF file.

“Account Holder”: indicates any legal or physical person acting on their own behalf and in the name of which a Payment Account is opened to use the Payment Services.

“User”: indicates any legal or physical person having transferred funds to an Account Holder through the Site using their Card or any other Payment Method accepted by the Service Provider to transfer funds.

2. Purpose

The Framework Contract has the purpose of defining the conditions in which the Service Provider provides Payment Services to the Account Holder in return for payment as defined in Article 11 herein.

These Payment Services include:

- opening and managing the Payment Account,
- crediting the Payment Account: registering the funds transferred by Card or by any other Payment Methods accepted by the Service Provider; receipt of transfers.
- debiting the Payment Account; carrying out recurring or one-time Transfer Operations, deducting the fees due in compliance herewith, reversal of funds transfer to Cards (or any other Payment Methods).

The Account is not subject to any overdraft, advance, credit or discount. The Service Provider does not offer any currency exchange services.

The Service Provider has authorised the Platform for the purposes hereof with all Account Holders and supports them for their entire relationship with the Service Provider.

3. Registration for the Services

3.1. Registration Methods

The Framework Contract is entered into remotely, according to the terms established by the Platform under the General Conditions of the Site. To enter into the Framework Contract Online, the interested party must have the necessary equipment (materials and software), for which they alone are responsible.

By default, acceptance of the Framework Contract is carried out remotely via the Site and is entered into by electronic signature. The interested party has the possibility of requesting to sign the Contract by hand. For
this purpose, they must print this Contract, sign it, and return it by electronic or postal mail to the Platform Customer Service, the contact information of which is indicated in the General Conditions of the Site.

In the event of a handwritten signature, the date of entering into the Framework Contract is the date indicated on it and if there is no date, it will be the date that the Framework Contract is received by the Platform.

Electronic signing of the Framework Contract is carried out via the Site. The date of entering into the Framework Contract corresponds to the date on which the interested party has finalised the e-signing process as indicated on the Site.

The Framework Contract entered into with the Parties electronically has the same legal status as a Framework Contract on paper.

3.2. Contractual Documents

The Framework Contract includes:
- these General Conditions of Use of the Payment Services,
- the Registration Form available on the Site,
- the Price Conditions indicated via the Platform.
These General Conditions of Use of the Payment Services, as well as the Price Conditions, are made available to the Account Holder on the Site and downloadable as a Hard Copy. At any time during the contractual relationship, the Account Holder may, upon request, receive these documents in paper format.

The Service Provider will maintain access to the contractual documents for a term of five (5) years from the end of the contractual relationship. The Service Provider will end this service at the end of the abovementioned
five- (5) year period.

The Service Provider may place conditions on entering into this Contract by the Account Holder providing certifications and information in order to validate their status in regard to these agreements.

4. Opening an Account

4.1. Necessary and Prior Conditions for Opening an Account

Any legally capable physical person at least eighteen (18) years of age and any legal person, residing and/or registered in a Member States of the European Union or in a State that is part of the European Economic Area agreement or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, may send a request to open an Account subject to the physical person being referenced on the Site in the capacity of consumer or in the capacity of professional. A legal person may only be referenced as a professional.

The Account Holder acknowledges from the time of issuing their registration request to the Platform and during the entire term of the Framework Contract:
- that they are at least 18 (eighteen) years of age and legally capable or that they are legally formed with the status of a company;
- that they are acting on their own behalf;
- that all the information provided upon their registration are true, exact and up-to-date.

4.2. Registration Procedure and Opening an Account

4.2.1. Information and Proof

Any interested party must provide to the Platform the information and documents listed hereinbelow, for the Registration Form, in the event that this information and these documents are not already in possession of the Platform.

The interested party undertakes to provide the information and documents corresponding to their status either as a professional or as a consumer.

For the Account Holder, who is a physical person and consumer:
o their last name, first name, email address, date and place of birth, nationality and country of residence.
o a copy of the Account Holder's valid official identity document (e.g., identity card, driver’s license, and for citizens of countries outside of the European Union, a passport).

For professional Account Holders:

- for physical persons:
o their last name, first name, email address, date of birth, nationality and country of residence.
o an original or a copy of the official registration extract dated within three months that indicates registration as a retailer or in the national business registry or any other professional organisation that the Account Holder is a member of.
o a copy of the Account Holder's valid official identity document (e.g., identity card, driver’s license, and for citizens of countries outside of the European Union, a passport).

- for legal persons:
o their business name, business form, capital, address of the registered office, description of the activity, the identity of the business associates and officers, as well as the list of the beneficial owners such as defined by regulation,
o a Kbis extract or equivalent document dated within three months proving their registration at the Business and Companies Registry of a Member States of the European Union or a State that is part of the European Economic Area agreement or a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism and their bylaws. This document must include the business name, legal form, address of the registered office and the identity of the business associates and officers mentioned in Sections 1° and 2° of Article R.123-54 of the Code of Commerce or their equivalent in foreign law.
o a copy of the bylaws and potential decisions specifically certified true legal copy from the legal representative;
o a copy of the identity card or passport of the legal representative and, as the case may be,the beneficial owner(s).
o The statement from the beneficial owners of the legal person holding more than 25% of rights in the event that the interested party has not declared their beneficial owners in the national registry, or if it is not subject to this obligation.

The Account Holder may also be requested to provide the bank details from an open account in the name of the person mentioned in Sections 1° to 6° bis of Article L.561-2 of the Monetary and Financial Code in a Member State of the European Union or a State that is part of the European Economic Area agreement or a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism.

It is expressly established that the Service Provider maintains the possibility of requesting before opening an account and at any time during the term of the Framework Contract, additional documents related to the
Account Holder, the beneficial owners, or a specific Payment Operation.

4.2.2. Restriction of the Payment Account
By the Service Provider’s free assessment, use of a Payment Account may be restricted without the Service Provider having to justify their decision to the Account Holder in question. The functioning of the Payment Account will specifically be restricted when the Account Holder has not provided all of the information and documents required by the Service Provider, such as listed hereinabove. These restrictions are indicated to the Account Holder of the Platform.

4.2.3. Finalisation of Registration

After entering into the Framework Contract, the Account Holder must provide all of the information and proof that are requested by the Platform. By giving their consent to the terms of the Framework Contract, the Account Holder accepts that the Platform will transfer to the Service Provider their request for registration as an Account Holder and all the proof documents received by it.

The Service Provider alone has the power to accept the registration of an interested party as an Account Holder for a Payment Account in their name. This acceptance will be indicated to the Account Holder by the Platform by any means under the terms established on the Site.

The Service Provider, without motivation, or right to an indemnity in favour of the Account Holder, may refuse a request to open an Account. This refusal will be indicated to the Account Holder by the Platform by any means under the terms established on the Site.

5. Functioning of the Payment Account

The amounts credited to the Payment Account result from the funds transferred by Card (or by any other Payment Method accepted by the Service Provider), or the receipt of a transfer. The amounts debited from the Payment Account result: from executing a Payment Order to an account opened in the books of a Third-Party Payment Service Provider, of the Service Provider withdrawing fees due by the Account Holder under the Framework Contract or, a reversal of an operation by Card (or by any other Payment Method).

5.1. Acceptance of Payment Orders by Card for the Payment Account
Transactions for the Payment Account may be carried out by Card (or any other method accepted by the Service Provider), once or on several occasions. When such an operation is requested, the User will be identified on the Site by indicating their username (valid email address) and their password or via their Facebook account. The funds transfer request will be indicated on the Payment Page dedicated for this purpose. For all payments, the User may be requested to use a one-time code sent to their mobile telephone to the institution that issued the Card. If this is the case, it is the Service Provider’s right to refuse any payment following their free assessment without this decision giving rise to any indemnification. The funds
transfer operation is carried out by the institution that issued the Card. Any dispute for such a transfer mustbe indicated to this institution. The Service Provider is not authorised to cancel such a transfer.

The Account Holder is informed that the Service Provider accepting a Payment Order by Card does not guarantee the receipt of these funds by the Account Holder in their Account. The funds arriving in the Payment Account of the Account Holder is based on the effective receipt by the Service Provider of the funds collected less the fees agreed to under the Price Conditions.

If the funds are not received for technical reasons, the Service Provider will make their best efforts to settle the operation. If the funds are not received for any other reason, the Service Provider will immediately inform the Account Holder of their inability to credit their Account in the expected amount, and to contact the User.

In the event that the transfer of funds to the Account of the Account Holder is cancelled by the institution issuing the Card following the User disputing it, the Account Holder accepts that the Service Provider may reverse any funds transfer operation by Card by debiting the Payment Account of the corresponding amount. The Account Holder recognises that such dispute may be brought to the attention of the institution issuing the Card up until a maximum time frame of thirteen (13) months following the date that the account was debited related to said Card. In the absence of sufficient provisions in the Account to carry out such a reversal, the Service Provider may suspend or cancel any Payment Operation initiated by the Account Holder or a representative, or as the case may be, subrogate the rights of the Account Holder by carrying out recovery procedures for the amount due by the User by any means.

5.2. Receipt of Transfer to the Payment Account

The Account Holder authorises the Service Provider to receive in their Payment Account SEPA transfer operations in euros from a bank account or payment account open in the books of a Third-Party PSP.

The funds are credited to the Payment Account by the Service Provider as quickly as possible following their effective receipt by the Service Provider.

After the funds are credited to the Account Holder’s Payment Account, the Service Provider will make available a summary of the transfer operation received, including the following information: the reference
number of the payment operation, a reference number allowing identification of the payer, the amount of the operation, the date of the credit value.

5.3. Execution of a Wire Transfer Operation Debited from the Payment Account

The Account Holder may transfer orders for SEPA or international wire transfers to a Beneficiary’s account held by a Third-Party PSP.

When the Account Holder wishes to carry out a Transfer Operation, they will indicate their identification in their Personal Online Area by indicating their Identification Data and, if need be, by following a Strong Authentication procedure if indicated to them. They will indicate on the Payment Page: the amount of the Payment Operation, the currency, the Payment Account to be debited, the date the Order is to be placed and any other required information. In the absence of a date indicated, the Transfer Order will be deemed to be placed immediately. The Account Holder must also follow the Authentication Procedure (or follow the Strong Authentication Procedure) indicated by the Service Provider.

The Account Holder may at any time issue a request to execute a Transfer Order to a Beneficiary designated by them that has a bank account or payment account from a Third-Party Payment Service Provider. The Account Holder must include the subject associated with each transfer by respecting the Authentication Procedure (or Strong Authentication Procedure, if it be the case) indicated by the Service Provider.

The Account Holder irrevocably consents to the Payment Order by clicking on the “validation” button (“Date of Receipt”). The receipt of the Payment Order is confirmed in the Account Holder’s Personal Online Area. No Order may be withdrawn by the Account Holder after the date upon which it is deemed to
irrevocably have been received, which is from the Date of Receipt.

Before issuing a Transfer Order, the Account Holder (or the Platform acting on their behalf) must ensure that they have a sufficient amount of credit available in their Account to cover the amount of the Payment Operation and the related fees as established in the Price Conditions. If necessary, they must credit their Account before the Order is validly transferred to the Service Provider to carry it out.

It is expressly agreed that the Payment Orders are executed at the latest at the end of the Business Day following the Date of Receipt of the Order by the Service Provider (and on the agreed-to execution date for standing or timely transfers). Any Payment Order received after 4:00 p.m. by the Service Provider will be deemed to have been received the following Business Day. If the Date of Receipt is not a Business Day, the Payment Order will be deemed to have been received the following Business Day.

For each Transfer Operation, the Account Holder may request from the Service Provider to be provided with a Hard Copy of the information related to the maximum execution time frame of this specific operation, the fees that they owe and, if it be the case, the details regarding these fees.

The Service Provider may be required to refuse to execute a Transfer Order that is incomplete or erroneous. The Account Holder must reissue the Order so that it is in proper conformity. Furthermore, the Service Provider may block a Transfer Order in the event of serious doubt regarding fraudulent use of the Account, unauthorised use of the Account, breach of security of the Account, in the event of a freeze issued by an administrative authority or for any other reason.

In the event a Transfer Order is refused or blocked, the Service Provider will inform the Account Holder thereof by any means. If possible, the Service Provider will indicate to the Account Holder the reasons for this refusal or blockage, unless it is prohibited from doing so due to a pertinent provision of national law or European Union law.

5.4. Reimbursement

The Account Holder may at any time transfer instructions to cancel a transfer of funds in order to reimburse a User. The Account Holder will access the Site indicating their identifier and password. They will indicate, in their Personal Online Area, the amount of the reimbursement, the currency, the User to be reimbursed and any other required information.

The reimbursement operation is carried out by the Service Provider by crediting the Card used by the User or by transfer using the original payment methods, within the limit of the available balance in the Account and the rules for each network and SEPA rules within five (5) Business Days following the Service Provider’s receipt of the request for reimbursement.

5.5. Specific Provisions for Services Initiating Payment and Information on Accounts Provided by Third-Party PSP

When a Wire Transfer Order is consented to by a Third-Party PSP offering the services of initiating payment, this consent is agreed to between the Account Holder and said Third-Party PSP under the conditions agreed to between them. The Service Provider is not involved under these conditions and may in no way be held responsible in the event of a dispute related to providing this service by the Third-Party PSP following said conditions.

The Account Holder may not revoke a payment order after giving their consent that the Third-Party PSP providing the service of initiating payment initiates the Payment Operation.

If an unauthorised, unexecuted or improperly executed Payment Operation is initiated by the Third-Party
PSP providing the service of initiating payment, the Service Provider, at the latest at the end of the following
Business Day, shall immediately reimburse the Account Holder in the amount of the unauthorised, unexecuted or improperly executed operation and, if it be the case, refund the Account debited so that it is in the state that it would be in if the unauthorised or improperly executed Payment Operation had not taken place. The date on which the Account Holder’s Payment Account is credited shall not be dated later than
the date upon which it was debited.

6. Reporting

The Account Holder, in their Personal Online Area, has a statement of the Payment Operations carried out on the Payment Account available to them. They are asked to attentively acknowledge the list of these operations. Operations statements may also, upon express request, be made available to the professional Account Holder for other time frames.
It is specified that for each Transfer Operation carried out by the Service Provider, the Account Holder has the following information available to them: the reference number of the Operation, the identification of the Beneficiary, the amount of the Operation, the date the Order is received, and if it be the case, the fees related to executing this Operation.

7. Access to the Payment Account and Confidentiality of Personalised Security Data

The Payment Account is accessible online in the Personal Online Area, by using the Identification Data and in compliance with the requested Authentication Procedure (or Strong Authentication Procedure, depending
on the case).

The Account Holder must indicate the Identification Data of each Authorised Person. Each Authorised Person accepts to not use the name or Identification Data of another person. The Account Holder alone is responsible for the use of their identifier. Each Authorised Person is fully responsible for maintaining the confidentiality of their Identification Data, as well as any other Personalised Security Data potentially provided to the Service Provider or the Platform.

The Account Holder must take all reasonable measures to maintain the confidentiality and security of their Personalised Security Data. They also undertake to educate the Authorised Persons regarding the confidentiality and security of their own Personalised Security Data.

The Account Holder (and each Authorised Person) accepts to not communicate their Personalised Security
Data to third parties. By way of exception, the Account Holder may communicate to authorised Third-Party
PSP in a Member State of the European Union or in a State that is part of the European Economic Area agreement for information services regarding the accounts and initiation of Payment Operation (such as defined in Article 4 of European Directive 2015/2366, called “PSD2”). The Account Holder must ensure
that this Third-Party PSP is authorised for the above-mentioned services and that it accesses the Personalised Security Data in a secured environment.

8. Objection Regarding Personalised Security Data

The Account Holder must inform the Platform of the loss or theft of their Personalised Security Data, of any misuse or unauthorised use of their Personal Online Area or data relating to them as soon as they become aware of this and request that it be blocked. This declaration must be carried out:
- by making a telephone call to the Platform Customer Service at the number indicated in the General Conditions of the Site; or
- directly by electronic message through the contact form accessible on the Site.

The Service Provider, through the Platform, shall immediately execute the request for objection. The event will be recorded and date/time stamped. An objection number with date/time stamp will be provided to the
Account Holder. Written confirmation of this objection will be sent by the Platform to the Account Holder in question by electronic message. The Service Provider will take administrative responsibility of the file and keep all proof relating to it for 18 (eighteen) months. Upon written request of the Account Holder and before this time frame expires, the Service Provider will provide a copy of this objection.

Any request for objection must be confirmed immediately by the Account Holder in question, by a letter signed by the latter, provided or sent by registered mail, or email, to the Service Provider at the postal address indicated hereinabove or at the address indicated in the General Conditions of the Site.

The Service Provider will not be held responsible for the consequences of an objection sent by fax or email that does not come from the Account Holder.

A request for objection is deemed to be made on the date and time of the effective receipt of the request by the Platform. In the event Personalised Security Data is stolen or there is fraudulent use of the Personal Online Area, the Service Provider is authorised to request from the Platform, a statement or copy of the complaint of the Account Holder and undertakes to respond to it as quickly as possible.

9. Blocking a Payment Account and Refusing Access to a Payment Account

The Service Provider reserves the right to block the Payment Account for objectively motivated reasons regarding the security of the Payment Account, the presumption of unauthorised or fraudulent use the Payment Account or a significantly increased risk that the Account Holder is incapable of fulfilling their obligation to pay the fees due under this Framework Contract.

The Account Holder is informed that the Service Provider may refuse access to the Payment Account by Third-Party PSP providing the service of initiating payment or information on the accounts, for objectively motivated or documented reasons related to unauthorised or fraudulent access to the Payment Account by this Service Provider, including initiating an unauthorised or fraudulent payment operation.

In this event, the Account Holder will be informed in their Personal Online Area of the block or refusal of access to the Payment Account and the reasons for this block or refusal. This information will be provided to them, if possible, before the Payment Account is blocked or access is refused and at the latest immediately after the block or refusal, unless providing this information is not communicable for reasons of objectively motivated security or is prohibited under another provision of pertinent European Union or national law. The Service Provider will unblock the Account or re-establish access to it when the reasons for the block or refusal of access no longer exist. The Account Holder may request at any time that the Account be unblocked by indicating this to the Platform Customer Service, the contact information of which is included in the General Conditions of the Site. The Account Holder may be requested to create new Identification Data.

10. Contesting an Operation

10.1. Provisions Common to All Account Holders

For any claim relating to Payment Operations carried out by the Service Provider in the framework hereof, the Account Holder is asked to address the Platform Customer Service at the address indicated for this purpose in the General Conditions of the Site.

If an Order is executed by the Service Provider with errors attributed to this latter, this should be contested as soon as possible to the Service Provider, the Order will then be cancelled and the Account returned to the
situation that it was in before receiving the Payment Order. Following that, the Order will be correctly reissued.

The fees indicated in the Price Conditions may be due in the event an Operation is unjustifiably contested.

10.2. Provisions Applicable to Professional Account Holders

Professional Account Holders wishing to contest a Transfer Operation unauthorised by them or improperly executed must contact the Platform Customer Service by telephone as soon as possible after they become aware of the anomaly and at the latest within eight (8) weeks following the transaction of the operation, it being their responsibility to contest it to the Service Provider as soon as possible. Unless there are good reasons to suspect the Account Holder of fraud, the Service Provider will reimburse the Account Holder in the amount of the Operation immediately following receiving the request to contest it, and in any case at the latest at the end of the next Business Day. The Service Provider will return the Account to the state it was in before the unauthorised Payment Operation took place.

In the event of the loss or theft of Personalised Security Data, unauthorised Operations carried out before they are contested are the Account Holder’s responsibility. Operations carried out after they are contested are borne by the Service Provider unless in the event of fraud by the Account Holder.

10.3. Provisions Applicable to Consumer Account Holders

Consumer Account Holders wishing to contest a Transfer Operation unauthorised by them or improperly executed must contact the Platform Customer Service by telephone as soon as possible after they become aware of the anomaly and at the latest within thirteen (13) months following the date it is debited, it being their responsibility to contest it to the Service Provider as soon as possible. Unless there are good reasons to suspect the Account Holder of fraud, the Service Provider will reimburse the Account Holder in the amount of the Operation immediately following receiving the request to contest it, and in any case at the latest at the end of the next Business Day. The Service Provider will return the Account to the state it was in before the unauthorised Payment Operation took place.

In the event it is contested, responsibility for proof that the Operation was identified, duly recorded and accounted for, and that it was not affected by technical or other deficiencies is the responsibility of the Service Provider.

In the event of an unauthorised Payment Operation following the loss or theft of Personalised Security Data, the Account Holder is responsible for the losses related to the use of Personalised Security Data before it is
contested, up to a threshold of fifty (50) euros. Operations carried out after they are contested are borne by the Service Provider unless in the event of fraud by the Account Holder. However, the Account Holder is not held responsible in the event:
- Of an unauthorised Payment Operation carried out without using Personalised Security Data;
- Of the loss or theft of Personalised Security Data that could not be detected by the Account Holder
before the payment was made;
- Of losses due to actions or failures of an employee, agent or subsidiary of a PSP or an entity to
which these activities were externalised.

The Account Holder is also not held responsible:
- if the unauthorised Payment Operation is carried out by diverting the Personalised Security Data, without the Account Holder’s knowledge;
- in the event of counterfeiting the Personalised Security Data, if, at the time of the unauthorisedPayment Operation, the Account Holder is in possession of this Data.

The Account Holder will bear all the losses arising from unauthorised Operations if these losses result from fraudulent activity by them or if they intentionally seriously neglected the obligations to keep their Personalised Security Data secured and to contest operations in the event of loss, theft or diversion of their Data.

Barring fraudulent activities on behalf of the Account Holder, the latter will not bear any financial consequences if the unauthorised Operation was carried out without the Service Provider requiring Strong Authentication of the Account Holder, in the event that regulations require it.

11. Financial Conditions

The services offered herein are invoiced by the Platform on behalf of the Service Provider in compliance with the Price Conditions.

Any commissions due by the Account Holder are automatically deducted from the Payment Account by the Service Provider. The Account Holder authorises the Service Provider to compensate at any time, even after the Account is closed, any irrefutable credit, liquid and collectible that remains owed, of any nature whatsoever. Funds in the Payment Account may be compensated for any amount due, collectible and unpaid of the Account Holder to the Service Provider.

In the event of late payment of the amounts due and collectible of the Account Holder to the Service Provider, the Account Holder will owe late-payment interests for the period from the date they are due until payment is complete. The applicable interest rate will be calculated on the basis of two times the annual legal interest rate published twice yearly for businesses. The amount of late-payment interest will be equal to the product of the amount unpaid multiplied by the above-mentioned legal interest rate and the number of days late over 365.

12. Term and Termination

The Framework Contract is entered into for an indeterminate period. It enters into force from the time it is accepted by the Account Holder.

The latter may at any time and by respecting an advance notice of thirty (30) calendar days, terminate the Framework Contract. The Service Provider may at any time terminate the Framework Contract, by respecting an advance notice of two (2) months provided in Hard Copy format. In this case, the fees irrefutably owed for the Payment Services are due by the Account Holder on a pro rata basis for the period elapsed at the termination date.

Beyond six (6) months, the Framework Contract may be terminated without costs. In other cases,termination costs may apply, in compliance with the Price Conditions.

For these purposes, each Party must notify the termination hereof to the other Party, by registered letter with acknowledgment of receipt, to the postal and email address indicated in the General Conditions of the Site.

Consequently, the entire Framework Contract is terminated any Payment Account is closed. The credit in the Account will be transferred in a time frame of thirteen (13) months to the Account Holder’s Bank Account after deducting the fees due and payable to the Service Provider. If the credit in the Payment
Account surpasses the threshold indicated in the Price Conditions, the amount surpassing the threshold will be transferred within thirty (30) days following the date the termination takes effect to the Account Holder’s
bank account after deducting the fees due and payable to the Service Provider. The Service Provided is discharged of any obligation upon confirming to the Account Holder the transfer to the bank account indicated.

In the event of serious breach, fraud, or lack of payment on the part of the Account Holder, the Service Provider reserves the right to suspend or terminate this Contract by sending an email along with a registered letter with acknowledgment of receipt without providing reasons or advance notice.

It is established that the Framework Contract will be automatically terminated in the event of new circumstances that affect the ability of a Party to carry out the obligations of the Contract.

13. Modification of the Contract

The Service Provider reserves the right, at any time, to modify the Framework Contract. Any draft modification of the Framework Contract is provided to the Account Holder via the Platform.

Any Account Holder may refuse the proposed modifications and must notify their refusal to the Platform Customer Service by registered letter with acknowledgment of receipt two (2) months before the proposed modifications enter into force (post office stamp being proof thereof) to the address indicated in the General Conditions of the Site.

Lacking notification of refusal before the indicated date that they enter into force, the Account Holder will be deemed to have accepted the proposed modifications. The relationship between the Parties after the date of entry into force will then be governed by the new version of the Framework Contract.

In the event the Account Holder refuses, this refusal will give rise, without fees, to the termination of the Framework Contract, as well as the transfer of the balance of the Payment Account in a time frame of thirteen (13) months following the date the termination takes effect in order to cover anything contested in the future.

Any legislative or regulatory provisions that make modifications necessary to any part of the Framework Contract will be applicable from the date they enter into force, without advance notice. However, the Account Holder will be informed thereof.

14. Security

The Service Provider undertakes to ensure that the services are provided with respect to the applicable laws and regulations and best practices. Specifically, the Service Provider shall do what is necessary to ensure
the security and confidentiality of the Account Holder’s data, in compliance with the regulation in force.

The Service Provider reserves the right to temporarily suspend access to the online Account for technical,security or maintenance reasons without these operations invoking any right to an indemnity of any kind. It
undertakes to limit these types of interruptions to those that are strictly necessary.

However, the Service Provider shall not be held responsible to the Account Holder for potential errors, omissions, interruptions or delays of operations carried out via the Site that result from unauthorised access by the latter. The Service Provider shall not be held responsible for the theft, destruction or unauthorised disclosure of data that results from unauthorised access to the Site. Furthermore, the Service Provider remains outside of the scope of the legal relationship between the Account Holder and a User or between
the Account Holder and the Site. The Service Provider will not be held responsible for defaults, breaches or negligence between a User and an Account Holder, or the Site and an Account Holder.

If the unique identifier or any other information necessary to carry out a Payment Operation provided by the Account Holder is inexact, the Service Provider cannot be held responsible for the improper execution of said Service.

The Platform alone is responsible for the security and confidentiality of the data exchanged in the framework of using the Site in compliance with the General Conditions of the Site, the Service Provider being responsible for the security and confidentiality of the data that it exchanges with the Account Holder in the framework hereof for creating and managing their Account, as well as Payment Operations related to the Account.

15. Limits to the Service Provider’s Liability

The Service Provider is in no way involved in the legal and commercial relationships and potential disputes arising between the Account Holder and the User or between the Account Holder and the Platform or between the Account Holder and a Beneficiary. The Service Provider exercises no oversight over the conformity, security, legality, characteristics and the appropriate character of the products and services subject to a Payment Operation.

Every operation carried out by the Account Holder gives rise to a contract created directly between themselves and a User who is a stranger to the Service Provider. Consequently, the latter cannot be held
responsible for the non-performance or improper performance of the obligations arising from it, or any potential damages caused to the Account Holder. Notwithstanding any contrary provision in this Contract, the Service Provider’s liability in terms of an Account Holder is limited to reparations for direct damages as established by regulation.

16. The Account Holder’s Commitments

The Account Holder acknowledges that elements in their Personal Online Area do not infringe on the rights of a third party and are not contrary to the law, public order, or proper ethics.
They undertake:
(i) To not perform the Framework Contract in an illegal manner or under conditions that may damage, deactivate, overload or alter the site;
(ii) To not usurp the identity of another person or entity, falsify or divulge their identity, their age or create a false identity;
(iii) To not divulge data or personal information related to a third party, such as postal addresses,telephone numbers, email addresses, bank card numbers, etc. In the event of a breach of these obligations, the Service Provider may take all appropriate measures in order to bring an end to
these actions. It also has the right to suspend, erase and/or block the Account Holder’s access to their Account.
(iv) Without prejudice to legal actions undertaken by third parties, the Service Provider has the right to personally bring any legal action that seeks to repair the damages that it has personally been subject to due to the Account Holder’s breach of their obligations under this Contract.
If the Account Holder is aware of a breach of the above-mentioned obligations, they are asked to inform the Service Provider of these actions by contacting it at the address: legal@mangopay.com.

17. Withdrawal Right

17.1. Provisions Common to All Account Holders

The Account Holder having been initiated under the meaning of Articles L.341-1 et seq. of the Monetary and Financial Code has a time frame of 14 (fourteen) calendar days to exercise their right of withdrawal, as the case may be subject to responding to the conditions of Article D341-1 of this Code, without having to justify the reason or bear the penalty. This time frame for withdrawal begins from the day of their registration as an Account Holder.

17.2. Provisions Applicable to Consumer Account Holders

Under Article L222-7 of the Consumer Code, the consumer Account Holder has a right of withdrawal that may be exercised in a time frame of 14 (fourteen) days without having to justify the reason or bear the penalty. This withdrawal time frame begins either from the day of entering into the Framework Contract, or from the receipt of the contractual conditions and information, if this date is after that of the date the Framework Contract is entered into. The Framework Contract may only be put into effect before the
withdrawal deadline has expired upon the approval of the consumer Account Holder. The consumer Account Holder recognises that the use of Payment Services after entering into the Framework Contract constitutes an express request on its part to begin performing the Framework Contract before the above-mentioned deadline has expired. Exercising the right of withdrawal involves the Framework Contract coming to an end, and in the event performance thereof has begun, takes the form of termination and does not bring into question the services previously provided. In this event, the consumer Account Holder will only be responsible for a payment proportional to the Services effectively provided.

17.3. Exercising the Withdrawal Right

The Account Holder must notify the Platform Customer Service of their withdrawal request within the indicated time frame by telephone or by email and by sending confirmation to the address of the Platform Customer Service. For this purpose, it may use the withdrawal slip made available to them by the Platform.

18. Rules Regarding the Fight Against Money Laundering and the Financing of Terrorism

The Service Provider is subject to all of the Luxembourg regulations regarding the fight against money laundering and the financing of terrorism.

Pursuant to the provisions of Luxembourg law, relating to financial organisations participating in the fight against money laundering and the financing of terrorist activities, the Service Provider must obtain
information from all Account Holders regarding any operation or original business relationship, the subject and the destination of the operation or the opening of the Account. Furthermore, it must carry out all due
diligence for identifying the Account Holder and, if it be the case, the beneficial owner of the Account and/or the Payment Operations related to them.

The Account Holder recognises that the Service Provider may bring an end or postpone at any time the use of Personalised Security Data, access to an Account or the execution of an Operation in the absence of
sufficient elements regarding their purpose or nature. They are informed that an operation carried out in the framework hereof may be subject to exercising the right of communication to the national financial intelligence unit.

The Account Holder, pursuant to regulations, may access all information thus communicated subject to this right of access not jeopardising the purpose regarding the fight against money laundering and the financing of terrorism if this data relates to the individual making the request.
No proceedings or civil liability action may be brought and no professional sanctions issued against the Service Provider, their officers or agents if they have made declarations regarding suspicions in good faith to their national authority.

19. Protection of Personal Data

The Service Provider collects and processes all Personal Data in compliance with the regulations in force applicable to the protection of this Data.

The Personal Data required during registration is necessary in the framework of the services provided in compliance herewith. If the obligatory Personal Data is not provided, the interested party may be refused access to the services.

The Person in Question is informed that the Personal Data is specifically collected for the following purposes: providing the services such as described herein; the fight against money laundering and the financing of terrorism; managing requests for information and claims; carrying out statistics. This data processing is specifically necessary for the performance of the Framework Contract as well as respecting the legal obligations that the data processor is subject to. The Service Provider and the Platform act as joint processors of this data.

The Personal Data shall not be transferred to any third party without the express consent of the Persons in Question. However, the Person in Question is informed that the Personal Data is transferred to the Service
Provider’s subcontractors for the above-stated purposes. Said subcontractors only act on instructions from the Service Provider and exclusively on behalf of the latter.

The Person in Question may access the list of subcontractors by sending their request to the Platform Customer Service. They are informed that the Service Provider ensures that their subcontractors take all necessary measures in order to maintain the security and confidentiality of the Personal Data. In the event the Data is violated (loss, breach, destruction, etc.) involving increased risk to the Person in Question, the latter will be informed thereof.

The Service Provider reserves the right to disclose Personal Data at the request of a legal authority to be in compliance with any law or regulation in force, to protect or defend the rights of the Account Holder or the
Person in Question, if circumstances require it or to protect the security of the Service Provider, the Services or the public.

Personal Data processed by the Service Provider in the framework of the services provided in compliance herewith is kept for the period of time that is strictly necessary to attain the purposes mentioned hereinabove.
Barring legal and regulatory provisions to the contrary, the Data will not be kept beyond the effective date of termination of the Contract. It is specifically indicated that the Personal Data relating to identification is
kept for a term of five years from the end of the contractual relationship, subject to applicable regulation in terms of the fight against money laundering and the financing of terrorism.

The Persons in Question have the following rights pertaining to their Data, according to the conditions established by regulations: the right of access, right of rectification, the right of objection, the right of erasure, the right to restrict its processing and the right of portability. The Person in Question may at any time exercise these rights by addressing the Platform Customer Service. The request must indicate their last name, first name, identifier, and include a photocopy of an identity document bearing their signature.

A response will be sent to the Person in Question in a time frame of one (1) month following receipt of the request. This deadline may be extended to two (2) months, given the complexity and the number of requests.
In this case, the Person in Question will be informed of this extension and the reasons for postponement within a deadline of one (1) month from the receipt of the request.

The Person in Question will be informed if they have the right to file a claim with the competent authority for any request related to their Personal Data.

If the Person in Question provides the request in electronic format, the response will be provided in electronic format, unless they expressly request otherwise.

When the Personal Data relate to a Person in Question who is not a party to the Framework Contract has been transferred by the Account Holder, the latter will be responsible for communicating to the Person in Question the information of this Article.

Additional Information on the processing of Personal Data carried out in the framework hereof, the time frame that it is kept and the rights of the Person in Question are available in the Service Provider’s confidentiality policy (accessible at the site www.mangopay.com).

20. Professional Secrecy

The Service Provider is bound by professional secrecy. However, the secrecy may be lifted, in compliance with the legislation in force, based on a legal, regulatory and prudential obligation, specifically at the request of supervisory authorities, the tax or customs administration, as well as those of a criminal judge or in the event of a legal request indicated to the Service Provider. Notwithstanding the foregoing, the User has the right to release the Service Provider from professional secrecy by expressly indicating the authorities receiving the confidential information that relates to the User.

It is specified that professional secrecy may be lifted by regulation benefiting companies providing the Service Provider important operational tasks within the framework hereof.

21. Intellectual Property

The Service Provider retains all intellectual property rights that pertain to them for the Services offered to the Account Holder. None of these intellectual property rights will be transferred to the Account Holder
under this Contract.

22. Death of the Account Holder and Inactive Accounts

22.1. Death of the Account Holder

The death of the Account Holder will bring an end to the Framework Contract, once this is made aware to the Service Provider. Operations occurring from the time of death, except with the agreement of the individual who has rights or the attorney in charge of the estate, will be considered not having been
authorised.

The Payment Account will remain open for the time necessary to settle the estate and the Service Provider will ensure the transfer of the balance upon the agreement of the individual who has rights or the attorney in charge of the estate.

22.2. Inactive Accounts

Any inactive Account may be the subject to an inactivity notification by email on behalf of the Service Provider followed by a follow-up notification one month later. An Account Holder’s Payment Account is considered inactive if, at the end of a period of twelve (12) months, there have been no operations (with the exception of management fees being taken out) at the initiative of the Account Holder (or any representative) and that has not been specifically indicated to the Service Provider in any form whatsoever.

In the absence of a response or use of the balance of the credit of the Account in this time frame, the Service Provider may close the Account and maintain it for the sole purposes of carrying out a transfer of the amount
due on the account as indicated by the Account Holder. In the event of death, the balance may only be transferred to the individual holding the Account Holder’s rights.

The Account may no longer carry out Payment Operations.

23. Force Majeure

The Parties shall not be held responsible, or considered as being in breach hereof, in the event of a delay or non-performance, when the cause of which is related to an event of force majeure as defined by Article 1218 of the Civil Code.

24. Independence of the Contractual Stipulations

If one of the stipulations hereof is nullified or not applicable, it shall be deemed not having been written and it shall not lead to nullification of the other stipulations.

If one or more stipulations hereof becomes invalid or is declared as such pursuant to a law, regulation or following a definitive decision handed down by a competent jurisdiction, the other stipulations retain their force of obligation and their scope. The stipulations declared null and void will then be replaced by stipulations that are as close as possible to the meaning and the scope of the stipulations initially agreed to.

25. Protection of Funds

The Account Holder’s funds shall be deposited, at the end of the Business Day following the day that they were received by the Service Provider, in a holding account open on the books of a Bank under the conditions required by regulations.

Under the terms of Article 24-10 (5) of the Law of 20 May 2011, published in Mémorial A n° 104 of 24 May 2011 of the Grand Duchy of Luxembourg and Article 14 of the Law of 10 November 2009 published in Mémorial A n° 215 of 11 November 2009 of the Grand Duchy of Luxembourg, transposing the Directive
2009/110/EC of the European Parliament and the Council of 16 September 2009, concerning access to the activity of electronic money institutions, the funds collected are protected and are not included in the pool of assets of the electronic money institution in the event of liquidation, bankruptcy or any other competitive situation that may arise for this latter.

26. Lack of Transferability

The Framework Contract may not be subject to a total or partial transfer by the Account Holder in return for payment or free of charge. Thus, they are prohibited from transferring to any third party whatsoever the rights or obligations that it holds hereunder. In the event of breach of this prohibition, in addition to the immediate termination hereof, the Account Holder may be held responsible by the Service Provider.

27. Agreement in Relation to Proof

All data will be included in unalterable, true and secured form on the technology database of the Service Provider specifically relative to Payment Orders and notifications sent, so as to constitute proof between the
Parties unless there is proof to the contrary.

28. Territorial Scope of Application

The provisions of Articles L133-1 et seq. and L314-1 et seq. of the Monetary and Financial Code apply when the Service Provider and the provider of payment services of the payer or a beneficiary of a payment operation debiting or crediting an Account are both located in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, Saint-Martin or Saint-Barthélemy or another Member State of the European Union or in a State that is part of the European Economic Area agreement, and the operation of which is carried out in euros or in the currency of a Member States of the European Union that is not part of the SEPA Area or another state that is part of the European Economic Area agreement.

The provisions of Articles L133-1 et seq. and L314-1 et seq. of the Monetary and Financial Code apply(with the exception of those in Articles L. 133-11 to L. 133-13; L133-14, II and with the exception of the time frames mentioned in Article L314-13, VI) when the Service Provider and the provider of payment
services of the payer or a beneficiary of a payment operation debiting or crediting an Account, one of which is located in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, or Saint-Martin, and the other in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, or Saint-Martin or another Member State of the European Union or in a State that is part of the European Economic Area agreement, and the operation of which is carried out in the currency of a State that is not part of the SEPA Area or another state that is part of the European Economic Area agreement, for the parties to the payment operation that is carried out in the European Union.

The provisions of Articles L133-1 et seq. and L314-1 et seq. of the Monetary and Financial Code apply (with the exception of those in Articles L. 133-11, L133-13,I; L133-22; L133-25 to L133-25-2; L133-27, and with the exception of the time frames mentioned in Article L314-13, VI) when only the Service Provider or only the provider of payment services of the beneficiary or that of the payer is located in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, or Saint-Martin, no matter the
currency in which the payment operation is carried out, for the parties to the payment operation that is carried out in the European Union.

29. Claims and Mediation

The Account Holder is asked to address the Platform Customer Service, as indicated on the Site regarding any claim.

Any claim other than that established in Article 10 relating to entering into, performing or terminating the Framework Contract must be indicated by email to the following address: legal@mangopay.com.

The Account Holder accepts that the Service Provider will respond to their claims on Hard Copy format. The response will be issued as quickly as possible and at the latest within a time frame of fifteen (15) Business Days following the receipt of the claim by the Service Provider. However, for reasons outside of its control, the Service Provider may not be able to respond in this time frame of fifteen (15) days. In this event, it will provide the Account Holder with the response specifying the reasons for this additional time period as well as the date on which it will send the definitive response. In any case, the Account Holder shall receive a definitive response at the latest in a time frame of thirty-five (35) Business Days following the receipt of the claim.

The Account Holder is informed that the CSSF (Commission de Surveillance du Secteur financier)[Oversight Commission of the Financial Sector] is competent to settle disputes on an extrajudicial basis related to the performance of this Framework Contract. For more information on the CSSF and the conditions of such recourse, you may address the Platform Customer Service or consult the website of the CSSF (http://www.cssf.lu). Mediation requests must be addressed to the Mediator of the Commission de Surveillance du Secteur Financier (CSSF), 283 route d’Arlon, L-1150 Luxembourg, (direction@cssf.lu) and this, without prejudice to other legal actions. However, the mediator may not be approached if the request is manifestly unfounded or abusive, if the dispute has previously been settled or is in the process of being
settled by another mediator or by a court, if the request to the mediator is provided within a time frame of longer than one year from the time of the written claim to the professional, or if the dispute does not fall within the mediator’s scope of competence.

30. Language - Applicable Law and Competent Jurisdiction

With the exception of applying a law related to public order (which only applies in the strict limits of its purpose), is expressly stipulated that English is the language chosen and used by the Parties in their precontractual and contractual relationships and that the Framework Contract is subject to French law. Any dispute between the Parties regarding the latter shall be submitted to the jurisdiction of the competent French
courts.

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