TERMS AND CONDITIONS

GENERAL TERMS

These Terms and Conditions ("Terms") are intended to regulate the conditions for the provision of services through the KLAVE platform, owned by KLAVE TECNOLOGIA E BLOCKCHAIN LTDA, a private legal entity registered with the CNPJ under nº 42.355.765/0001-94, headquartered at Rua Anita Garibaldi, nº 600, upper floor, Centro, Itajaí/SC, CEP nº 88.303-020, hereinafter referred to as KLAVE, represented herein in accordance with its articles of incorporation.

The Platform's Privacy Policy is an integral part of these Terms.

1.DEFINITIONS

• 1.1.We have created these terms of use ("Terms") that govern your access to and use of the KLAVE platform within Brazil.
• 1.1.1.Whenever we refer to documents, services, materials, communications, and other information, we mean the content made available on the platform.
• 1.1.2.When we refer to the virtual environment, we mean our platform.
• 1.1.3.When referring to 'user,' 'you,' or 'client,' we are referring to the person reading our Terms or navigating our platform.
• 1.2.Access to the platform and service contracting is available to all users aged 18 or older.
• 1.2.1.If you, the user, are under 18 years of age, you may only use or contract services with the permission or consent of your legal guardians.
• 1.2.2.By agreeing to the terms, accessing the platform, or contracting services, you confirm that you have the legal capacity to fulfill the obligations and declarations set forth herein.

2.PURPOSE

• 2.1.Our Terms aim to explain the rights and obligations of the user when using our platform.
• 2.1.1.All documents, services, materials, communications, and other information provided will be governed by these Terms.
• 2.1.2.By accessing and using our platform, you agree to these terms and conditions, establishing a contractual relationship between you and us, as the user.
• 2.1.3.If you have any questions or do not agree with any of the provisions included herein, you should immediately cease using the platform and proceed to delete your account and cancel any subscription (if applicable).

3.ACCESS

• 3.1.To access all features, registration may be required and, in some cases, service contracting.
• 3.1.1.To formalize the registration, personal data of the user will be required, as described in our Privacy Policy.
• 3.1.2.The user agrees to provide truthful data and information, taking responsibility for any inconsistency.
• 3.1.3.After registration, you as the user will hold an account that can only be accessed by you. You agree to keep your login and password secure, confidential, and out of reach of third parties.
• 3.1.4.You agree to keep your data and information updated, taking responsibility for any error in service provision arising from outdated data and information.
• 3.2.User access to the platform may be suspended or canceled if fraud is detected, services are used to obtain undue advantage, or any other condition imposed by our Terms, additional Terms, or our Privacy Policy is violated.

4.VIRTUAL ENVIRONMENT AND FUNCTIONALITY

• 4.1.KLAVE's virtual environment is a dynamic and versatile space designed to meet the needs of various types of users within the music industry. Here, you can register according to your role in the music scene. Whether you are an artist, agency, manager, distributor, record label, or play any other relevant role, KLAVE is ready to support your goals.
• 4.2.One of the most notable features of our virtual environment is the "Pre-Save" feature. This innovation simplifies the experience for both artists and their fans. With "Pre-Save," artists' followers can automatically activate the pre-save of their future music, ensuring that fans receive the tracks in their library as soon as they are released. There is no longer a need to ask your fans to pre-save each new release - KLAVE automates this process. Additionally, fans interact with the link created by the artist; by clicking the link, they authorize KLAVE to add the artist's future releases to their music library on the streaming platform they use, making the process even simpler and more direct.
• 4.3.Additionally, artists have the option to set up "Pre-Save" so that when this feature is activated, fans become automatic followers on streaming platforms. This strengthens the connection between artists and their followers, allowing for a continuous and lasting bond.
• 4.4.KLAVE also offers additional tools to enhance the artists' experience, such as the "Dashboard." The "Dashboard" provides access to the artist's streaming platform data (Spotify, Deezer, and YouTube) and social networks (Instagram, TikTok, and Facebook), allowing them to monitor the performance of their music and social presence, offering insights to improve their strategies.
• 4.5.Another powerful tool is the "Fan List," which compiles the emails and contacts of fans captured through "Pre-Save." This allows artists to maintain a direct communication channel with their followers, sharing news, releases, and exclusive content, strengthening the relationship and engagement.
• 4.6.Regarding KLAVE's access plans, we offer two options: the "Free" plan and the "PRO" plan. The "PRO" plan is paid and offers additional and enhanced features. Subscription to the "PRO" plan is done via recurring payment by credit card, ensuring convenience and continuous access to advanced features. The payment is processed via Stripe, our authorized and secure provider for managing platform subscription payments. You may consult your past and future payments at any time through a link within the platform that redirects you to your control panel within Stripe's environment. You may also cancel the plan at any time, without contractual penalty, within the Stripe environment. Note that the PRO plan can be paid monthly or annually (at a discount). In the event of cancellation of the annually acquired PRO plan, the user will not receive a refund of the amount paid and may use the platform for 12 months from the date of purchase of the annual subscription.
• 4.7.With KLAVE, we simplify the music release process and strengthen the ties between artists and their fans. The virtual environment and the "Pre-Save" functionality are just examples of our commitment to enhancing the musical experience for everyone involved in the industry.
• 4.8.KLAVE reserves the right to add, modify, or remove features from the Platform at its discretion, with or without prior notice to users, aiming to improve the experience and adapt to users' needs and applicable regulatory requirements.

5.USER CONTENT

• 5.1.Our Services may allow you and other users to create, publish, store, and share content, including messages, texts, drawings, photos, videos, and other materials.
• 5.2.You grant KLAVE a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully paid, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works, distribute, sell, publicly perform, and display your User Content and any name, username, or image provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you.
• 5.3.You consent to KLAVE using the User Content, regardless of including the name, image, voice, or personality of an individual, sufficient to indicate the individual's identity. By using the Services, you agree that User Content may be used for commercial purposes. You further acknowledge that KLAVE's use of User Content for commercial purposes will not result in any harm to you or anyone you have authorized to act on your behalf. You acknowledge that some of the Services are supported by advertising revenue and may display advertisements and promotions, and you agree that KLAVE may place such advertisements and promotions on the Services or in, on, or in conjunction with your User Content. The form, mode, and extent of such advertisements and promotions are subject to change without specific notice.
• 5.4.You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such. You represent and warrant that: (a) you own the User Content created or posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (b) you agree to pay all royalties, fees, and other amounts owed based on the User Content you create or post on or through the Services; and, (c) you have the legal right and capacity to enter into these Terms in your jurisdiction. You may not create, publish, store, or share any User Content that violates these Terms or for which you do not have all necessary rights to grant us the license described above. Although we are not obligated to screen, edit, or monitor User Content, we may delete or remove User Content at any time and for any reason.

6.RESPONSIBILITIES

• 6.1.The user's use of the virtual environment(s) and functionalities constitutes a temporary, revocable, non-exclusive, limited, and personal license.
• 6.1.1.We do not transfer ownership of any software, trademarks, content, or other intellectual property made available on our platform.
• 6.2.The decision to contract paid functionalities is at the user's sole discretion, and its conditions are set out in this document, as well as in additional terms and the Privacy Policy.
• 6.3.Internet access is required to access and use the platform, and it is the user's responsibility to maintain their connection continuously.
• 6.4.Due to the characteristics of virtual environment services, we are not responsible for interruptions or connection failures, incomplete or incompatible device transmissions, data processing errors from outdated or incorrectly entered data, technical failures, whether software, hardware, or any other nature.
• 6.4.1.The user assumes full responsibility for the security of the devices used to access the platform.
• 6.5.The user acknowledges that all communication made by email (to the email address provided during registration) is valid, effective, and sufficient for disclosing any matter related to the virtual environment(s).

7.PROHIBITED CONDUCT AND CONTENT

7.1.Acts that violate applicable law, contracts, third-party intellectual property rights, or the commission of unlawful acts are expressly prohibited, with you being solely responsible for your conduct when accessing or using our Services. The following conduct is prohibited:

• I.Engaging in harassment, threats, intimidation, predatory or stalking behavior.
• II.Using or attempting to use another user's account without that user's authorization and KLAVE's.
• III.Using our Services in a way that could harm, disable, overload, or compromise our Servers or networks.
• IV.Using any device, software, or routine that interferes or attempts to interfere with the proper functioning of our Services.
• V.Disobeying header restrictions, robots exclusion tags, or other mechanisms to prevent or restrict access to our Services.
• VI.Collecting information about other users without their consent.
• VII.Posting content that is illegal, misleading, discriminatory, defamatory, obscene, pornographic, or offensive.
• VIII.Posting content that violates or infringes copyrights, trademarks, or other intellectual property rights, or third-party rights.
• IX.Posting content that encourages, promotes, or provides instructions for illegal activities.
• X.Posting or sharing personal information about others without their consent.
• XI.Impersonating another person or entity or misrepresenting an affiliation with someone or something, where it does not exist.
• XII.Engaging in any activity that compromises the integrity or security of the Services.

If you violate any of these rules, we reserve the right to suspend or terminate your account and prevent your access to our Services.

8.INTELLECTUAL PROPERTY

8.1.

Non-Acquisition of Rights.The user will not acquire any property rights over KLAVE's services and content, except when expressly granted in these Terms of Use or by legal determination.

8.1.

Content Download.It is forbidden for the user to download our content with the intention of storing it in a database to offer it to a third party other than the user. Additionally, the content we provide may not be used to create a database or a service that could compete in any way with our business.

9.COPYRIGHT VIOLATION

9.1.KLAVE respects third-party intellectual property and expects users of our Services to do the same.
9.2.If you believe that any material accessible on or from the Services infringes your copyright, you may request the removal of that material (or access to it) from our copyright agent by sending a notice of alleged infringement to the following email address: [email protected]

10.INDEMNIFICATION

10.1.You agree to defend, indemnify, and hold KLAVE, its affiliates, licensors, and service providers, and their respective employees, directors, employees, agents, successors, and assigns harmless from and against any claim, liability, damage, judgment, award, loss, expense, cost, and fee (including attorneys' fees and court costs) arising out of or relating to your use of the Services, including any violation of these Terms by you or any claim that any User Content you posted infringes the rights of third parties. This also includes any use of the Services that violates any applicable law or regulation.

11.CHANGES TO TERMS

11.1.KLAVE may modify these Terms at any time by making the updated version available here, so if you continue to access or use the services after this posting, your consent to the updated Terms will be assumed; if you do not agree with the changes, cease use immediately.

11.2.Additional terms may apply to certain documents, services, materials, communications, and other information, such as conditions for a particular event, activity, or promotion, and these additional terms will be disclosed in relation to the respective services.

11.2.1.Additional terms are supplementary and considered an integral part of these Terms.

11.2.2.In case of a conflict between these Terms and any additional terms, the additional terms will prevail.

12.GENERAL PROVISIONS

• 12.1.The tolerance of any breach of any condition of these Terms will not constitute a waiver or novation nor prevent the enforcement of these conditions at any time.
• 12.2.If any provision of these Terms is deemed unenforceable, illegal, invalid, unenforceable, or without effect, the legality, validity, and enforceability of the remaining provisions contained herein will not be affected.
• 12.2.1.In such a case, the parties will replace the unlawful, invalid, or unenforceable provision, or part thereof, with one that is legal, valid, and enforceable and, to the fullest extent possible, has an effect similar to the provision deemed unlawful, invalid, or unenforceable in terms of content and purpose of these Terms.
• 12.3.All records and data retention performed in the Site environment and our services will be carried out and cataloged based on Brasília's official time, unless otherwise provided.

• 12.4.Governing Law and Jurisdiction.These Terms will be governed and interpreted exclusively in accordance with Brazilian law. Any claim, dispute, or controversy arising from or relating to this agreement will be resolved exclusively by the courts of the jurisdiction of Florianópolis, State of Santa Catarina.

• 12.5.Thus, with the user's agreement, these terms will govern the contractual relationship established between the parties, and the date of the last update may always be consulted at the beginning of this document.