The Web3 Music Association (W3M) is a non-profit organisation created to boost innovation within the music industry through decentralised digital technology and a collaborative ecosystem.

Blockchain can protect intellectual property, optimise royalty payments, and create new capital flows. Our mission is to facilitate learning, foster collaboration, and support adopting new technologies within the music industry. We exist to ensure that the industry does not simply adapt to technology but is a true pioneer of this new digital age.

The pillars of W3M are built around two primary areas: Technology and Ecosystem. Our Technology pillar is focused on adopting open-source distributed-ledger software and protocols as a means to foster the growth of the music industry, the surrounding community and the overall ecosystem. This will eventually include intellectual property (IP) tokenisation to ensure IP protection and efficient and equitable exploitation.

The W3M Ecosystem offers a wealth of benefits, including peer networking, education opportunities, exclusive industry insights, and business development initiatives. These services and applications, facilitated by the protocol's native $RECORD token, are designed to enhance your experience and opportunities within the music industry.

The W3M operates under a robust governance structure typical of Swiss associations, and seeks to be the orchestrating force in leveraging decentralised digital technologies to reform the fragmented music industry. We challenge traditional norms and democratise access to music creation. Now we’re inviting traditional and investors to engage with this new economy while setting transparent standards to protect the artists and ensure fair competition.

Intro

This genesis member guide (the “Guide”) provides primary information about the genesis membership of the Web3 Music Association ("Association"). For more detailed information, please refer to the Association's Articles of Association.

Benefits

As a Genesis Member, you are stepping into a world of opportunities. This category serves as your entry point, offering you access to our vibrant ecosystem. You can participate in networking events, gain valuable insights from our content, and develop your own unique contribution value proposition. This is just the beginning, setting the stage for you to advance to higher tiers, where you can engage more directly and substantially with our community and its initiatives.

Genesis Members will benefit from key updates and will contribute to the Association, engaging through their unique expertise, network of relations, or voluntary involvement in the music or Web3 industries.

Fees

The Genesis Membership does not require any fees.

Terms

Genesis members are entitled to participate and actively engage in debates within the Association’s Governance, but they do not carry voting rights.

Genesis members may terminate their membership in the Association by providing notice to the Governance Committee.

Membership grants the Association the right to use your name and trademark for functional communication purposes only. This includes, but is not limited to, affixing your logo to the Association's website, displaying your logo on event posters, brochures, and related promotional materials, and using your name and logo in press announcements related to the Association’s activities and events. Any other use of your name or trademark will require your express consent.

W3M aims to revolutionise the music industry through decentralised digital technologies, fostering a dynamic community centred on connection, collaboration, and innovation.

Key to the W3M experience is how it encourages members to demonstrate their commitment to the ecosystem as they make connections and collaborations. This concept is part of a multi-layered participation structure aimed at building a community of actively contributing members. Emotional intimacy is prioritised over economic intimacy, ensuring that early members become ambassadors who represent the ecosystem’s vision and values.

Member motivations are crucial to W3M's membership experience, which is segmented into three stages: Discover, Involve, and Retain. The focus is on attracting members who are intrinsically motivated and aligned with W3M's objectives, thereby creating vibrant sub-communities contributing to the ecosystem.

Trust is foundational to W3M, built through aligning organisational intentions with member values and goals. A point-based system rewards contributions, enhancing member loyalty and virality, eventually transforming them into co-creators of the ecosystem, thereby boosting its network effects.

Three guiding principles steer W3M's actions: Connection and Collaboration, Trust and Commitment, and Emotional Intimacy over Economic Intimacy. By adhering to them, W3M aims to build an ecosystem where members can make connections, share a common purpose, and collaborate to develop blockchain solutions.

Last approval 19 September 2023

TITLE I - PURPOSE OF THE ORGANISATIONAL REGULATIONS

ARTICLE 1 - PURPOSE

1. These Organisational Regulations are adopted by the Governance Committee of the Web3 Music Association (the "Association") and govern together will all applicable laws the organisation of the Association.

2. There Organisational Regulations are a supplement to the rules already established in the Articles of Association (the “Articles”).

3. In case of any conflict or inconsistency between the applicable laws, the Articles or any provisions in different rules, policies, procedures and regulations, the following order of precedence shall govern: (1) mandatory applicable laws, (2) the Articles, (3) these Regulations, (4) any other rules, policies, procedures or regulations of the Association. In case of any conflict or inconsistency between any other rules, policies, procedures or regulations of the Association, the one relating to the subject matter shall prevail.

TITLE II - GOVERNANCE COMMITTEE

ARTICLE 2 - PRINCIPLE

1. Other than with respect to the powers of the General Assembly described in Article 6 of the Articles, to the extent permitted by law, all powers of the Association shall be exercised by the Governance Committee.

2. The Governance Committee performs the duties assigned to it in the Articles and administers the operation of the Association according to the provisions of the law, the provisions of the Articles, the Code of Ethics and Business Conduct, these Organisational Regulations, as well as other regulations and procedures defined within the Association.

3. The Governance Committee may delegate its duties to one or more members of the Governance Committee and create additional subcommittees including members outside of the Association.

4. The Governance Committee may appoint a secretary who does not need to be a member of the Governance Committee.

ARTICLE 3 - TASKS OF THE GOVERNANCE COMMITTEE

1. The Governance Committee is responsible for implementing the purpose of the Association.

2. The Governance Committee has in particular the following tasks:

   1. the overall management of the Association, the definition of the strategic objectives and principles of the Association and the determination of the means to achieve them;

   2. determination of the organisation of the Association, branches and controlled companies (if applicable);

   3. representation of the Association;

   4. review proposals by the protocol native token holders according to article 7.2 of the Articles;

   5. regulation of the signature and representation rights of the representatives of the Association and the persons entrusted with the management; creation and dissolution of subcommittees;

   6. appointment and dismissal of the members of subcommittees and of delegates such as a Chief Executive Officer;

   7. supervision and control of the management, employees and service providers;

   8. administration of the Association's assets in accordance with business principles;

   9. procurement and use of the Association's funds;

   10. election and dismissal of an independent external Auditor;

   11. application for an exemption from the audit requirement with the supervisory authority;

   12. except as set out otherwise in the Articles, passing resolutions on amendments of this and any other regulations it may have enacted;

   13. drafting the annual review;

   14. drafting the strategic roadmap.

ARTICLE 4 - COMPOSITION AND TERM OF OFFICE OF THE GOVERNANCE COMMITTEE

1. The Governance Committee shall be composed in such a way that a responsible fulfilment of the Association’s purpose can be ensured. If possible, a majority of the members of the Governance Committee shall be experienced people with specialised knowledge in the area of open and decentralised technologies.

2. The term of office of the members of the Governance Committee is three years in accordance with article 7.3 of the Articles. Re-election is possible.

3. The term also ends upon resignation, dismissal, loss of ability to act and death of a member.

4. Dismissal from the Governance Committee is possible by the General Assembly at any time.

5. Governance Committee members may resign at any time by submitting a written declaration to the President. The resignation shall take effect on the date of receipt or at a later time specified therein.

6. If members of the Governance Committee drop out during the term of office, substitution elections shall take place for the remainder of the term.

ARTICLE 5 - MEETINGS AND AGENDA

1. No resolutions may be passed on items not included in the agenda without the consent of all members of the Governance Committee.

ARTICLE 6 - PRESIDENT

1. The meetings of the Governance Committee shall be chaired by the President of the Governance Committee; in its absence, by one of the members present.

2. The President has the signatory powers for any contracts consistent with the strategic roadmap with value up to CHF 500.000,00.

ARTICLE 7 - QUORUM OF ATTENDANCE

1. The Governance Committee shall constitute a valid quorum if the majority of its members is present. If the Governance Committee (temporarily) consists of less than three members, then all members must be present. A member of the Governance Committee may not be represented.

ARTICLE 8 - DECISION-MAKING

1. The resolutions of the Governance Committee are adopted by the majority of votes cast (one person one vote). In the event of an equality of votes, the President of the Governance Committee shall have the casting vote.

2. The following resolutions require the approval of two thirds of all members of the Governance Committee. If the Governance Committee (temporarily) consists of less than three members, decisions have to be taken unanimously:

   1. creation and dissolution of subcommittees;

   2. appointment and dismissal of the members of subcommittees and of delegate such as a Chief Executive Officer;

   3. approve the annual review to be issued by the Governance Committee and the financial statements that will be subject to approval by the General Assembly;

   4. approve the strategic roadmap;

   5. issuance and amendments of regulations, incl. these Organisational Regulations;

   6. investments, expenditures, sale of assets, entering into contractual obligations and donations exceeding CHF 500.000,00 (whether by a single transaction or a series of related transactions) and which are not included in the budget.

3. The following resolutions require a unanimous decision of the Governance Committee:

   1. transfer of the registered office of the Association.

ARTICLE 9 - MINUTES

1. Minutes recording the deliberations and resolutions of the Governance Committee shall be kept. The minutes shall be signed by the President and if designated the secretary.

ARTICLE 10 - RIGHT OF INFORMATION

1. Each member of the Governance Committee may request information on all matters relating to the Association. In the meetings, all members of the Governance Committee and any subcommittees are obliged to provide information. If a member of the Governance Committee requests information or inspection of business documents outside the meetings, such member shall address this request in writing to the President of the Governance Committee or any subcommittee, namely the chair of a specific subcommittee.

2. On request of the Governance Committee, each chair of a subcommittee informs the Governance Committee about the current course of business and their focus. Extraordinary events must be brought to the attention of the Governance Committee without delay.

ARTICLE 11 - COMPENSATION AND EXPENSES

1. The members of the Governance Committee may determine a compensation for each member based on good market practice and up to the maximum amount resolved upon by the General Assembly.

2. Expenses shall be covered depending on actual time and effort expended. The Governance Committee shall decide on a case-by-case basis on the payment of attendance fees or compensations to members or persons with special powers.

TITLE III - CHIEF EXECUTIVE OFFICER

ARTICLE 12 - APPOINTMENT OF THE CEO

1. The Governance Committee elects, among members of the Governance Committee, a Chief Executive Officer (CEO) who shall serve as the highest-ranking executive in the Association.

2. The CEO will hold its office until he/she resigns, or is removed or is otherwise disqualified to serve, or until a successor will be appointed by the Governance Committee, whichever occurs first. Subject to the terms and conditions of individual agreements and mandatory applicable laws, the Governance Committee may remove the CEO, either with or without cause, at any time.

ARTICLE 13 - RESPONSIBILITIES OF THE CEO

1. The CEO shall be responsible for the management of overall operations, strategic direction, and decision-making within the Association.

2. The CEO shall be accountable to the Governance Committee and shall regularly report to the Governance Committee on the status of the Association's operations, achievements, challenges, and other matters of significance. At any time, the CEO, shall report without delay to the Governance Committee all significant changes, developments and events affecting the business of the Association.

3. The CEO suggests to the Governance Committee potential candidates to be appointed as members of the Executive Committee, possibly in consultation with or approval by the Governance Committee, based on skills, experience, and alignment with organisational goals.

4. The Governance Committee may define the rights and duties of the CEO in a separate agreement.

TITLE IV - EXECUTIVE COMMITTEE

ARTICLE 14 - PRINCIPLE

1. The Executive Committee is appointed by the Governance Committee under the suggestion of the CEO and each member of the Executive Committee will hold office until such member resigns, or is removed or is otherwise disqualified to serve, or until a successor will be appointed by the Governance Committee, whichever occurs first. Subject to the terms and conditions of individual agreements and mandatory applicable laws, the Governance Committee may remove any member, either with or without cause, at any time.

2. Any member of the Executive Committee may resign at any time by giving written notice as set out in the individual agreement (if any) to the Governance Committee or to the President.

3. The Executive Committee performs the duties assigned to it by the CEO.

4. The Executive Committee manages operational aspects, including implementing projects and initiatives of the Association according to the provisions of the law, the provisions of the Articles, the Code of Ethics and Business Conduct, these Organisational Regulations, as well as other regulations and procedures defined within the Association.

ARTICLE 15 - TASKS OF THE EXECUTIVE COMMITTEE

1. The Executive Committee is responsible for managing the day to day operational activities of the Association.

2. The Executive Committee has in particular the following tasks:

   1. Operational execution and coordination;

   2. Works closely with the CEO, or with the President in case a CEO is not elected, to achieve organisational objectives;

   3. Oversee various Committees or working groups focused on specific tasks or projects.

3. The Governance Committee may define the rights and duties of the Executive Committee in a separate agreement.

ARTICLE 16 - REPORTING

1. The Executive Committee reports to the CEO.

ARTICLE 17 - MEETINGS OF THE EXECUTIVE COMMITTEE

1. The Executive Committee generally holds one meeting every week or more if business requires.

2. Executive Committee meetings can be held as physical meetings, by telephone conference or video conference call.

3. The Executive Committee passes its resolutions by a majority of the votes casted. Each member of the Executive Committee has one vote. In case of vote parity, the chair shall have the casting vote.

4. Minutes recording the meetings of the Executive Committee shall be kept. The minutes shall be signed by one of the members and provided by email to the President or the CEO for approval.

ARTICLE 18 - COMPENSATION

1. The members of the Executive Committee will serve without compensation by the Association, unless the Governance Committee authorises compensation. Nothing herein contained will be construed to preclude any member of the Executive Committee from serving the Association in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore.

TITLE V - ADVISORY COMMITTEE

ARTICLE 19 - PRINCIPLE

1. The Advisory Committee is appointed by the Governance Committee under the suggestion of the President or the CEO and each member of the Advisory Committee will hold office until such member resigns, or is removed or is otherwise disqualified to serve, or until a successor will be appointed by the Governance Committee, whichever occurs first. Subject to the terms and conditions of individual agreements and mandatory applicable laws, the Governance Committee may remove any members, either with or without cause, at any time.

2. Any member of the Advisory Committee may resign at any time by giving written notice as set out in the individual agreement (if any) to the Governance Committee or to the President.

3. The Advisory Committee provides expert advice and recommendations to the Governance Committee on specific issues or areas related to the mission of the Association according to the provisions of the law, the provisions of the Articles, the Code of Ethics and Business Conduct, these Organisational Regulations, a well as other regulations and procedures defined within the Association.

ARTICLE 20 - TASKS OF THE ADVISORY COMMITTEE

1. The Advisory Committee is responsible for providing expert advice and recommendations to the management of the Association.

2. The Advisory Committee has in particular the following tasks:

   1. offer specialised advice and expertise as requested by the Governance Committee and the CEO;

   2. review and provide feedback on strategic plans, risk management, or specific projects.

3. The Governance Committee may define the rights and duties of the Advisory Committee in a separate agreement.

4. The recommendations of the Advisory Committee are non-binding but are given strong consideration due to the expertise involved.

ARTICLE 21 - MEETINGS OF THE ADVISORY COMMITTEE

1. The Advisory Committee generally holds one meeting every month or more if business requires.

2. Advisory Committee meetings can be held as physical meetings, by telephone conference or video conference call.

3. The Advisory Committee passes its resolutions by a majority of the votes casted. Each member of the Advisory Committee has one vote. In case of vote parity, the chair shall have the casting vote.

4. Minutes recording the meetings of the Advisory Committee shall be kept. The minutes shall be signed by one of the members and provided by email to the President or the CEO for acknowledgment.

ARTICLE 22 - COMPENSATION

1. The members of the Advisory Committee will serve without compensation by the Association, unless the Governance Committee authorises compensation. Nothing herein contained will be construed to preclude any member of the Advisory Committee from serving the Association in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore.

TITLE VI - OTHER COMMITTEES

ARTICLE 23 - OTHER COMMITTEES

1. The Governance Committee may, by means of a decision, if necessary, create additional committees or other sub-bodies and establish a list of tasks, specifications, terms and conditions, which lay down the members and competencies of the committees. The Governance Committee may also enact specific regulations or policies. Every committee shall appoint a chair and secretary.

2. The committees shall meet as often as necessary, but at least once a year.

3. The committees shall make a report regarding its activities to the Governance Committee on request. A report must be submitted to the Governance Committee at least once per calendar year.

4. The minutes of the committee meetings as well as any decision taken shall be sent promptly to all Governance Committee members.

5. Any member may also request a meeting with the Governance Committee if necessary. Otherwise, the coordination among the members of the committees and with the Governance Committee will take place via e-mail or other means of communication.

6. No committee shall incur expenditure or liability on behalf of the Association except where explicitly authorised by the Governance Committee or in accordance with a budget which has been approved by the Governance Committee.

7. The meetings and proceedings of any committee shall be governed by the provisions of these Organisation Regulations regulating the meetings and proceedings of the Governance Committee so far as they apply and are not superseded by any regulations made by the Governance Committee.

TITLE VII – SIGNING AUTHORITY

ARTICLE 24 - SIGNING AUTHORITY

1. The Governance Committee appoints the persons authorised to sign on behalf of the Association and determines their signature authority. As a general rule, the Governance Committee shall only grant to Governance Committee members, officers and other individuals representing the Association collective signature right by two.

2. If a member of the Governance Committee is also the chair of the management, such member may only sign collectively with another authorised signatory from the Governance Committee or the management but not with any non Governance Committee or non-management individual.

TITLE IX - MEMBERS APPLICATIONS

ARTICLE 25 - CATEGORIES OF MEMBERS

1. The Association’s members are divided in three categories, each of them is designed to match the varying levels of engagement, contribution, and commitment that members have within our ecosystem:

2. Genesis Members are contributors to the Association, engaging through their unique expertise, network of relations, or voluntary involvement in the music or web3 industries. While they lack voting rights in the General Assembly, their contributions are vital, and they are entitled to actively participate and engage in debates within the General Assembly;

3. Development Members play an essential role in the Association through financial contributions (including holding native tokens), software development, or other means as determined by the Governance Committee. These members are empowered with full voting rights in the General Assembly, reflecting their active role and influence in shaping the Association's direction;

4. Visionary Members represent a tier of substantial commitment and contribution to the Association, encompassing financials (including significant native token holdings), software development, and other means as defined by the Governance Committee. They enjoy full voting rights in the General Assembly and certain additional privileges, as outlined in these Articles of Association. Their leadership role reflects an elevated level of engagement, insight, and influence within the community.

5. The Genesis Members category serves as an entry point, offering access to the Association’s ecosystem. Genesis Members can take part in networking events and gain valuable insights from content, encouraging them to develop their own unique contribution value proposition. This sets the stage for them to advance to higher tiers, engaging more directly and substantially with the community and its initiatives.

6. The Development Members category is where commitment meets opportunity. By holding tokens and actively contributing to the growth of the Association ecosystem, members at this level become co-creators of the Association’s future. With voting rights in the General Assembly, eligibility to be part of the Advisory Committee, access to exclusive resources, and collaboration opportunities, this tier empowers its members to go beyond mere participation. It is a space for proactive growth, innovation, and shared success.

7. The Visionary Members category represents the apex of influence and leadership within the Association. Reserved for those shaping the industry, Visionary Members are leaders who drive transformative changes. They enjoy all the privileges of the Development Members, enriched by exclusive benefits that put them at the forefront of the ecosystem. This tier embodies a commitment to leverage resources, insights, and influence to drive the growth of the Association and include eligibility to become a member of the Strategic Committee.

ARTICLE 26 - APPLICATIONS

1. Applications for admission as Genesis Members, Development Members and Visionary Members must be addressed to the Governance Committee by filling in the online forms available on the Association’s website. The content of the forms is determined by the Governance Committee with express consent of the Governance Committee members nominated by the Founding Members.

2. The Governance Committee renders the final decision on the admission to the Genesis Members, Development Members and Visionary Members categories within 30 days from the submission of the related admission form. Such an admission requires the consent of the Governance Committee members nominated by the Founding Members.

3. In order to pass from the Genesis Members category to the Development Members category, the following conditions must be met:

   1. active engagement with community discussions within the Association;

   2. substantial contributions to the Association’s initiatives;

   3. at least one year of membership in the Genesis Member category;

   4. vesting Association’s native tokens in an amount established from time to time and on a case by case basis by the Governance Committee;

   5. verifiable evidence of contributions to the Association’s ecosystem.

4. In order to pass from the Development Members category to the Visionary Members category, the following conditions must be met:

   1. robust track record of substantial engagement, thought leadership, and concrete commitments within and to the Association;

   2. at least one year of membership in the Development Member category;

   3. vesting Association’s native tokens in an amount established from time to time and on a case by case basis by the Governance Committee.

5. The Governance Committee may set further membership fees to each category of members.

TITLE X - MISCELLANEOUS

ARTICLE 27 - MEETING TYPES

1. For any meeting by the Governance Committee, the Executive Committee, the management, the Advisory Committee or any other committee or type of meeting within the Association, the participation by means of telephone conference, video conference or any other means of communication by which the participating persons may hear and understand each other as well identify one another, is deemed as equivalent to a meeting with physical presence.

ARTICLE 28 - MODIFICATION AND ORGANISATIONAL REGULATIONS

1. The Governance Committee may at any time amend the provisions of these Organisational Regulations within the purpose of the Association.

GENERAL TERMS AND CONDITIONS TOKEN OTC TRANSACTION

1. INTRODUCTION

1.1 These general terms and conditions ("GTC") govern the sale of the $RECORD Token (the “Token”) by Web3 Music Verein (Web3 Music Association), a not-for-profit association organised under the laws of Switzerland, with its registered office at ILFP Legal Partners GmbH, Gotthardstrasse 3, 6300 Zug, represented by Sergio Mottola acting as Chairman (the "Seller").

1.2 The GTC and the Privacy Policy are collectively referred to as the “Agreement”.

1.3 As a Purchaser (the "Purchaser" or "You"), you are required to complete and submit a Google form (the “Google Form”) provided by the Seller to acquire the Tokens. The Purchaser acknowledges and agrees that by submitting the Google Form, the Purchaser agrees and accepts the GTC. Upon receipt of the Google Form, the Seller and Purchaser will finalise the specific terms of the OTC Transaction via email. This email correspondence will confirm the final amount of the Tokens, the Price, the lock period, and the release period.

1.4 The Purchaser further acknowledges and agrees that the GTC will apply to any future OTC Transactions between the Purchaser and the Seller.

1.5 The Seller is a not-for-profit association whose purpose is to directly or indirectly further the growth, development and adoption of open-source distributed-ledger softwares and protocols in the music industry and the surrounding community as well as ecosystem (the “Purpose”).

1.6 The Purpose is based on the use of a token-contract deployed at the address n. 0xE642657E4F43e6DcF0bd73Ef24008394574Dee28 named $RECORD, the core utility token of the Music Protocol (the “Platform”).

1.7 The extensive description of the Platform is available at: docs.musicprotocol.finance, and by purchasing Tokens, the Purchaser accepts and acknowledges that the Purchaser has reviewed, read, and fully understood its contents.

1.8 The Seller has issued a total amount of 1,000,000,000 Tokens and no additional Tokens will be generated in the future.

1.9 The Token is considered a utility token under the current Swiss regulatory framework and not a security or payment token, as per FINMA’s interpretation provided to the Seller. Consequently, the issuance of the Token by the Seller is not subject to the Anti-Money Laundering Act and does not require a prospectus under the Financial Services Act. Furthermore, FINMA confirmed that no other financial market laws in Switzerland, including the Financial Market Infrastructure Act are applicable to the Token.

1.10 The Purchaser understands and agrees that Tokens have not been and will not be registered under any securities laws or regulations in any jurisdiction, including the relevant applicable laws and regulations of the Excluded Countries.

1.11 The Tokens can be purchased on exchanges or directly from the Seller. Purchases of Tokens directly from the Seller outside of any intermediary (such as cryptocurrency exchanges) are called over-the-counter transactions (the "OTC Transaction").

1.12 The Purchaser acknowledges is not entitled to vote or receive dividends or be deemed the holder of any capital stock of the the Seller for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Seller or any right to vote or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.

1.13 Please read the Agreement carefully before submitting the Google Form to purchase the Tokens. By submitting the Google Form, you acknowledge and agree to be bound by the GTC. If you do not agree to the GTC, you do not have permission to submit the form or purchase the Tokens.

1. DEFINITIONS

2.1 In the GTC, the following words and expressions will have the following meanings:

2.2 The singular includes the plural and vice versa; words importing one gender only are deemed to include all other genders; and references to persons include bodies corporate, partnerships and unincorporated associations.

1. THE OTC TRANSACTION

3.1 No later than 1 day from the receipt of the Price, the Seller will perform the OTC Transaction by sending the Purchased Tokens from the Seller Wallet to the Purchaser Wallet.

3.2 The Purchaser acknowledges that an error in providing the Purchaser Wallet may prevent the correct completion of the OTC Transaction and may render the Purchased Tokens impossible to retrieve. The Seller can not, and will not, be considered liable for any error in the provision, from the Purchaser to the Seller, of the Purchaser Wallet.

3.3 The Purchaser acknowledges that the Token's value is subject to change and fluctuation on exchanges and accepts this risk and possible loss of all value of the Tokens.

3.4 The Purchaser further acknowledges that Tokens may not (i) gain a substantial or speculative commercial value and (ii) have merchantability or profitability and may lose all of the relevant investment.

1. PRICE

4.1 The Purchaser will pay the Price to the Seller no later than 3 days from receipt of the relevant invoice.

4.2 The Purchaser acknowledges that the right to receive the Purchased JUR Tokens is subject to the correct transfer of the entire value of the Price.

4.3 It is understood between the Seller and Purchaser that, if the Purchaser is in breach of the transfer of any instalments of the Price and such a breach is not cured within a 5 business day period from the notice of default sent by the Seller, the Agreement will be automatically terminated for breach and any payments already performed by the Purchaser will be kept by the Seller as liquidated damages. In this event, the Purchaser will have no right to receive any Purchased Tokens.

1. RESTRICTIONS

5.1 Unless otherwise determined by the Seller in its sole discretion based on the advice of counsel, Tokens will be sold by the Seller, pursuant to the Agreement or otherwise, only to parties who are not qualifying as an Excluded Country Persons (“Non-Excluded Country Persons”).

5.2 The Purchaser:

(a) undertakes to sell, assign, transfer or trade the Tokens only to other Non-Excluded Country Persons;

(b) acknowledges that sale, assignment, transfer and trade of Tokens may be in violation of the applicable Securities Regulation in certain countries and, if so, such practices must be avoided;

(c) acknowledges that the Purchased Tokens will be released proportionally over a period of months from the date of completion of the OTC Transaction as agreed in writing by the parties.

5.3 The Purchaser acknowledges and agrees that the Token is subject to sales, transfer and trading restrictions as set forth in the present Clause 5 and may be subject to other restrictions with respect to sales, trading, transfers, vesting and assignments as provided in the GT. Any such restrictions as set forth in the Agreement are, unless the Seller and Purchaser otherwise expressly agree in writing, in addition to and not in lieu of, the restrictions contained in the present Clause 5.

5.4 The Agreement does not constitute a prospectus or offering document and is not intended to constitute an offer to sell, nor the solicitation of any offer to buy, an investment, a security or a commodity, or an option on or any other right to acquire any such investment, security or commodity.

5.5 The Agreement has not been reviewed by, passed on or submitted to any regulator or self-regulatory organisation.

1. AML/KYC PROCEDURE

6.1 The Purchaser acknowledges that proper and correct performance of the AML/KYC Procedure is required and the Purchaser will do any act and/or deliver any information or documentation necessary to perform the AML/KYC Procedure. The AML/KYC Procedure may involve video identification.

6.2 Therefore, in the event that the AML/KYC Procedure gives a negative result, the Agreement will be automatically terminated and neither the Seller nor the Purchaser will have any right or obligation of any kind towards the other. If the Price has already been paid, the Seller will return the Price to the Purchaser as soon as possible.

6.3 The Purchaser acknowledges that the Seller may use third party providers to conduct the AML/KYC Procedure and undertakes to cooperate with such providers accordingly.

1. FISCAL ASPECTS

7.1 The Price transferred by the Purchaser to the Seller is exclusive of all applicable taxes.

7.2 It is the responsibility of the Purchaser to withhold, collect, report and remit its own taxes to the appropriate tax authorities.

1. PURCHASER REPRESENTATIONS

8.1 The Purchaser represents and warrants that:

(a) if Purchaser is a legal entity, the Purchaser is duly incorporated, validly existing and in good standing under the laws of his place of jurisdiction, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted;

(b) if the Purchaser is an individual, the Purchaser declares to be in good standing and has full legal capacity, power and authority to own, lease and operate its properties and carry on its business as now conducted;

(c) the Purchaser is a Non-Excluded Country Person;

(d) the execution, delivery and performance by the Purchaser of the Agreement is within the power of the Purchaser and has been duly authorised by all necessary actions on the part of the Purchaser;

(e) the Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity;

(f) the performance and consummation of the transactions contemplated by the Agreement do not and will not:

(g) violate any material judgement, statute, rule or regulation applicable to the Purchaser;

(h) result in the acceleration of any material indenture or contract to which the Purchaser is a party or by which it is bound;

(i) result in the creation or imposition of any lien upon any property, asset or revenue of the Purchaser or the suspension, forfeiture, or non-renewal of any material permit, licence or authorisation applicable to the Purchaser, its business or operations;

(l) the Purchaser is purchasing the Purchased Tokens to be acquired by the Purchaser for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same;

(m) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the OTC Transaction.

8.2 The Purchaser acknowledges that the Tokens carry no rights, express or implied, other than the right to access the Platform and use the related services.

8.3 In particular, Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform or the Seller. Also, Tokens are not intended to be a digital security or any other kind of financial instrument.

1. RISK DISCLOSURE AND LEGAL DISCLAIMER

9.1 Various features of the Platform may be updated and changed from time to time without notice. Further, the Platform may encounter difficulties during development, including financial, resourcing and technical difficulties. These difficulties are unpredictable, and may be unresolvable and may compromise the overall development of the Tokens and the Platform. Development of the Platform may therefore fail, terminate or be delayed at any time for any reason. Particular features of the Platform may never be realised. Such failure, termination or delay is likely to reduce and may completely obliterate any existing utility that the Tokens may hold.

9.2 The Seller reserves the right to migrate the Token to another protocol, such as a native blockchain, and to generate replacement tokens on the new protocol in the future, should the Seller determine, in its sole discretion, that doing so is necessary or useful to the operation of the Platform. Should the Seller decide to migrate the Tokens, the Seller may no longer provide support for the pre-existing tokens or any other operational matters, except with respect to the migration process.

9.3 Tokens confer no ownership interest in any assets or property. Nothing underpins the value of Tokens other than the prospect of the Platform access, usage and functionality. Tokens confer no governance rights of any kind with respect to the Platform or the Seller. Accordingly, subject to other written arrangements to the contrary, all decisions involving the Platform will be made by the Seller, including decisions to discontinue the Platform. These decisions could adversely affect the Platform and the utility of any Tokens that the Purchaser holds.

9.4 Tokens are not to be construed, interpreted, classified or treated as debentures, stocks or shares issued by any person or entity, rights, options or derivatives in respect of such debentures, stocks or shares, rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss, units in a collective investment scheme, structured products, units in a business trust, derivatives of units in a business trust.

9.5 The Seller may, from time to time, and without prior notice or consultation, sell additional Tokens. Further, the Seller may develop or otherwise raise funding for the Platform through any other means it deems necessary. The Purchaser will not necessarily receive notice of the sale of additional Tokens or of any other tokens or fundraising means.

9.6 The Seller may hold the proceeds in cryptocurrencies, other digital assets or fiat currencies, or a combination of any of them. The value of these fiat currencies and digital assets may fluctuate significantly over a short period of time as a result of market dynamics, regulatory actions and changes, technical advancements, exchange availability and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Platform and may affect the utility of the Tokens.

9.7 The laws of various jurisdictions may apply to the Tokens and the Platform. The application of these laws and regulations to Tokens and the Platform is, in many cases, largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of cryptographic tokens or cryptocurrencies can change rapidly, and Tokens may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators.

9.8 The Seller may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against the Seller or the Platform. As a result of such events, the Seller may be required to discontinue token sales and/or the Platform or provide any other such information related to the same.

9.9 The Seller, the Purchaser and transactions in relation to the Tokens and/or the Platform may be subject to the tax laws and regulations in any applicable jurisdictions. The tax treatment and accounting of transactions in relation to the Tokens and/or the Platform are uncertain and a largely untested area of law and practice that is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic tokens and cryptocurrencies may vary amongst jurisdictions. Purchasing Tokens or the use of the Platform as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract certain tax implications either now or in the future.

9.10 The Seller may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Seller may be required to furnish certain information about the OTC Transaction sale and/or the Platform. The Purchaser must seek independent professional advice on the tax implications in relation to the OTC Transaction, use of the Platform and/or any other transactions for the Purchaser’s particular situation.

9.11 The Tokens and the Platform rely heavily on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, or the loss of confidentiality in the transmission of data, may occur when transmitting data via the internet.

9.12 The Tokens and the Platform rely on a third party blockchain platform. Such a blockchain platform may be open source software that is built upon experimental technology, namely blockchain. Risks arising from this reliance include (but are not limited to):

(a) the existence of technical flaws in such a blockchain platform;

(b) targeting of such a blockchain platform by malicious persons;

(c) changes in such a blockchain platform’s consensus protocol or algorithms;

(d) decreased community or miner support for such a blockchain platform;

(e) the existence or development of competing networks and platforms;

(f) the existence or development of forked versions of such a blockchain platform;

(g) flaws in the Solidity scripting language;

(h) disputes between such a blockchain platform developers, miners and/or users; and

(i) regulatory action against such a blockchain platform developers, miners and/or users.

9.13 The various source codes used in the Token and the Platform are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs.

9.14 Holding and transfer of the Tokens and use of the Platform (if and when developed) will not be anonymous. The Purchaser’s address and such participation will be recorded on a permissionless blockchain. It is possible to match addresses to identities. Furthermore, to comply with Anti Money Laundering (AML) regulations and in accordance with the Seller’s privacy statements, disclosure will be made to relevant authorities and regulators upon request.

9.15 The Purchaser alone is responsible for securing its private key. Losing control of the private key will permanently and irreversibly deny access to the Purchaser’s Tokens. Neither the Seller nor any other person will be able to retrieve or protect the Purchaser’s Tokens. Once lost, Purchaser will not be able to transfer the Purchaser’s Tokens to any other address or wallet. Purchaser will not be able to realise any value or utility that the Token may hold now or in the future.

9.16 Tokens, the Platform and the Seller may be targeted by malicious persons who may attempt to steal Tokens or the proceeds, or otherwise intervene in the OTC Transaction, the Platform or the Seller.

9.17 The Tokens and the Platform may also be vulnerable to exploitation of vulnerabilities in smart contracts and other code, as well as to human error. This could result in significant loss and/or other impacts that may materially affect the Purchaser’s interests.

9.18 Malicious entities may target the Purchaser in an attempt to steal any Tokens or cryptocurrencies that the Purchaser may hold, or to claim any Tokens that the Purchaser may have purchased. This may involve unauthorised access to the Purchaser’s digital wallet, private keys, cryptocurrency addresses, email or social media accounts, as well as unauthorised access to the Purchaser’s computer, smartphone and any other devices that Purchaser may use.

9.19 The Seller is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the Agreement, with the exemption of gross negligence or wilful act.

9.20 The Purchaser acknowledges that purchasing Tokens involve inherent risks. These risks, and additional risks arising either now or in the future, could result in the failure of the Token transfers, the destruction of the Tokens or the utility of Tokens, and/or the termination of the development of the Platform.

9.21 The Purchaser acknowledges the following additional potential risks:

(a) blockchain-related risks: the underlying software application and software platform is still in an early development stage and unproven so there is no warranty that the process for creating Tokens will be uninterrupted or error-free. There is an inherent risk of weaknesses, vulnerabilities or bugs of the software causing the complete loss of Token and of the Platform;

(b) abandonment/lack of success: the Seller may abandon the operation of the Platform for various reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects) and legal, tax or regulatory considerations;

(c) regulatory risks: certain jurisdictions might apply already existing laws and regulations to blockchain technology-based projects or introduce new laws or regulations for this purpose. Newly introduced regulations may differ to the existing setup of the Platform. This may cause, inter alia, substantial modifications of the Platform or bring to the termination and/or the loss of Tokens;

(d) jurisdiction-related risks: residents, tax residents or persons having a relevant connection with certain jurisdictions are excluded from purchasing Tokens. Changes in the Purchaser’s place of domicile or the applicable law may result in the Purchaser violating any legal or regulatory requirements of applicable jurisdiction. The Purchaser is responsible for ensuring that the delivery, holding, use or exchange of Tokens is, and remains, lawful despite changes to applicable laws, the Purchaser’s residence and circumstances.

1. CONFIDENTIALITY AND ANNOUNCEMENTS

10.1 The Seller and the Purchaser undertake to keep the Agreement confidential and not to disclose to any other person the Agreement and its terms and conditions. The present provision does not apply if the disclosure of the Agreement is required by operation of law or regulations, or any binding judgment or order, or any requirement of a competent authority.

10.2 No public announcement or press release in connection with the subject matter of the Agreement will be made or issued by or on behalf of the Seller or the Purchaser without the prior written approval of the other. This does not apply if the announcement or press release is required by law or by any governmental authority.

1. COSTS

11.1 Unless otherwise agreed between the Seller and the Purchaser, each will be responsible for their respective professional and other costs incurred in relation to the negotiation, preparation, delivery, execution and performance of the Agreement.

1. MISCELLANEOUS

12.1 The Agreement sets forth the entire agreement and understanding between the Seller and the Purchaser relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. The Agreement is one of a series of similar Agreements entered into by the Seller from time to time.

12.2 Any notice required or permitted by the Agreement will be deemed sufficient when sent by email to the relevant address listed on the submitted Google form, as subsequently modified by written notice.

12.3 The provisions of the Agreement are construed so as to be valid and enforceable according to applicable law. Should any provision hereof be unenforceable or invalid according to applicable law, it will only be unenforceable or void to the extent of such unenforceability or invalidity and will for the remaining be replaced by a valid and enforceable provision which will satisfy the legal and economic meaning/result of the ineffective provision. The remaining provisions of the Agreement remain binding and in full force. The same applies to any gap in the Agreement.

12.4 Mere silence, or the absence of a prompt reaction, in case of any violation by either the Seller or Purchaser, will not be construed as acceptance of the violation or as a waiver of the right to demand fulfilment of the obligation theoretically violated, or as a waiver of the rights and/or powers deriving to the compliant party from such violation.

1. APPLICABLE LAW AND COMPETENT COURT

13.1 The Agreement is governed and construed in accordance with the substantive laws of Switzerland, with the exclusion of the conflicts of law principles.

13.2 Any dispute, controversy or claim arising out of or in connection with the Agreement or future non-contractual claims, including any question regarding its existence, validity, enforceability, interpretation, execution, breach, modification or termination, will be submitted to the exclusive jurisdiction of the courts of Zug (Switzerland).

PREAMBLE

1. The following Terms of Service (the “ToS”), available on the website www.web3music.org, sub-domains included (the “Site”) govern all access and use of the Site, provided to You as a Visitor. By accessing and using the Site, You agree to be legally bound by the ToS then in effect.

2. The ToS and the Privacy Policy are collectively referred to as the “Agreement”.

3. The Site is owned and operated by Web3 Music Verein (Web3 Music Association), a company duly existing and incorporated under the laws of Switzerland, with registered office in Zug, Baarerstrasse n. 141 registered at the Registrar of Companies of Zug with Number CHE-184.859.454 (“W3M” or “We”).

4. W3M is helping build the future of the music industry alongside its members. W3M exists to lead and define the next technological evolution with its members to provide opportunities to protect and monetise music IP in new ways.

5. The Site, the domain www.web3music.org and its subdomains are the exclusive property of W3M.

6. All information and materials published, distributed or otherwise made available on the Site are provided for informational purposes, for your non-commercial, personal use only. No information or materials published on the Site constitutes a solicitation, an offer, or a recommendation to buy or sell any investment instruments, to effect any transactions, or to conclude any legal act of any kind whatsoever.

7. The ToS is provided subject to Your acceptance without modification of the Agreement and all other operating rules, policies (including, without limitation, W3M’s Privacy Policy) and procedures that may be published from time to time on the Site by W3M.

8. W3M reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement the Agreement, as well as the information and materials contained in the Site, from time to time. Therefore You are recommended to visit this page periodically to review the most current ToS, because they are binding on You. By continuing to access the Site after updated ToS have been posted, You agree to be bound by the updated ToS.

1. ACCEPTANCE OF THE TOS

1. By accessing and using the Site, You implicitly accept the ToS, thereby entering into a legally binding agreement with W3M.

2. If You do not agree with any of these provisions, We strongly recommend You to cease accessing and using the Site.

2. CONDITIONS OF USE FOR THE VISITOR

1. You may access and use the Site for its purposes as intended by the normal functionality of the Site, as long as You are in compliance with all provisions of the ToS.

2. You undertake to:

   1. not to use the Site, in an improper manner, for purposes that are not permitted by law or contrary to morality, to spread computer viruses, to perform activities that may compromise the security of the Site or damage it, to access the Site using automated tools (such as collection bots, robots, spiders or scrapers);

   2. provide their true data;

   3. not to violate any term of the Agreement applicable to the You, depending on the Applicable Laws and the Privacy Laws of Switzerland and/or of the country in which You are located and/or of the country in which he/she resides, or in any case applicable to the activities You carry out;

   4. to respect the rights of W3M and/or of Third Parties.

3. The Visitor acknowledges and accepts that:

   1. W3M will process Your data in accordance with the provisions of the Privacy Policy;

   2. W3M will provide the Site according to the needs related to any scheduled or extraordinary and unmissable maintenance work;

   3. the contents of the Site are for information purposes only, unless where otherwise specified and subject to additional terms and conditions;

   4. the costs of connection to the Internet network, and those possibly related to the connection modalities, are at Your expense.

3. RIGHTS OF W3M

1. W3M has the right to:

   1. modify, update, suspend, limit or interrupt the operation of the Site at any time, or change and/or replace its domain name;

   2. analyse the traffic on the Site (g. detect the most visited pages, the number of visitors per hour or per day, the geographical origin, the average connection time, the browsers used, the origin of the visitor – from search engines or from other Sites -, phrases and words searched for, etc.) in order to understand how it is used and manage, optimise and improve it, or even just for statistical purposes;

   3. solve operational or technical problems (e.g. anomalies in page loading);

   4. perform monitoring activities to repel and/or prevent cyber-attacks and/or fraud.

2. If W3M notices any violation by You with respect to the provisions of the ToS, W3M may, at its own unquestionable judgement and without this entailing any obligation to pay compensation to You, take any action against You, including actions to claim compensation for damages.

3. Notwithstanding anything contained in the Agreement, We reserve the right, without notice and in our sole discretion, to terminate Your right to access or use the Site at any time and for any or no reason, and You acknowledge and agree that We will have no liability or obligation to You in such event.

4. W3M MEMBERSHIP

1. The Visitor may apply to W3M via the dedicated section available on the Site. The process requires sending an application form and accepting certain contractual terms, including but not limited to the Article of Association and Organisational Regulations. The W3M's Governance Committee will evaluate your application and communicate its decision. Additional or different specifications may be available on the Site and will form part of the Agreement at the date of your application.

2. By becoming a member of W3M, the member has to grant W3M the right to use its name and trademark for functional communication purposes only. This includes, but it is not limited to, affixing member’s logo to W3M’s Site; displaying member’s logo on event posters, brochures, and related promotional materials; showing member’s name and logo in press announcements related to W3M’s activities and events. Any other use of member’s name or trademark will require your express consent as a member.

5. WARRANTY EXCLUSIONS AND NO ASSISTANCE

1. The Site is provided on an “AS IS” and “AS AVAILABLE” basis and W3M makes no warranties, express or implied (including the implied warranties of non-infringement, merchantability and fitness for a particular purpose), and may be temporarily inaccessible or otherwise defective or delayed.

2. W3M will make every reasonable effort to ensure that You has continuous and uninterrupted access to the Site but will not, under any circumstances, be liable if one or more of content made available to You(even free of charge) is temporarily or permanently inaccessible.

3. In particular, W3M makes no warranty as to:

   1. the suitability of the Site with respect to the needs of Visitor;

   2. the availability of, and the absence of errors in, the Site;

   3. the quality of the Site;

   4. the correction of any technical errors of the Site.

4. Any material accessed, downloaded, or otherwise obtained through the use of the Site is done at the Visitor’s own discretion and risk and the Visitor will be solely responsible for any damage to the Visitor’s computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the Visitor from W3M or through or from the Site will create any warranty not expressly stated in the Agreement.

5. Except as otherwise expressly provided in the Agreement, W3M does not represent or warrant that

   1. the Site will meet the Visitor’s requirements;

   2. the Site will be uninterrupted, timely, secure, or error-free;

   3. the results that may be obtained from the use of the Site will be accurate or reliable;

   4. the quality of any products, services, information, or other material purchased or obtained by the Visitor through the Site will meet the Visitor’s expectations;

   5. any errors in the Site will be corrected.

6. W3M will not be liable for any errors, inaccuracies, omissions and, more generally, for damages caused, directly or indirectly, by decisions taken or initiatives undertaken by the Visitor or by Third Parties on the basis of (and/or as a result of) the contents of the Site.

7. W3M does not guarantee the provision of technical assistance in relation to the Site.

8. Nothing in this Agreement shall limit or exclude the liability of W3M, its employees, agents or third-party content providers for death or personal injury caused by fraud or fraudulent misrepresentation or any other matter in respect of which it would be unlawful to exclude or restrict liability.

6. LIMITATION OF LIABILITY

1. If W3M modifies, updates, suspends, limits or interrupts the operation of the Site, no liability will arise in Your favour.

2. W3M is not liable for errors, omissions, interruptions, deletions, defects, operative or transmission delays, malfunction of the communication network, theft, destruction, unauthorized access or alteration of any content concerning Site.

3. W3M is not liable for any possible technical issues or problems concerning telephone networks or lines, online elaboration systems, servers and providers, IT appliances, software, errors in emails or software that negatively affect Site’s functionalities.

7. CONTRACT CHANGES

1. W3M reserves the right at any time to modify this ToS and any legal document present on the Site (including, by way of example, the Privacy Policy, the Cookie Policy, etc.), or to add at any time new or additional terms or conditions on Your use of the Site. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Site will be deemed acceptance thereof.

8. INTELLECTUAL PROPERTY

1. Unless otherwise indicated on the Site with specific reference to certain items on the Site, W3M is the exclusive owner of all Intellectual Property Rights in the Site and the content on the Site.

2. All W3M trademarks, services marks, trade names, logos, domain names, and any other features of W3M brand are the sole property of W3M or its licensors. The ToS does not grant You any rights to use any of such features whether for commercial or non-commercial use.

3. The provision of the Site by W3M will not be considered as an assignment or licensing by W3M in favour of You of any Intellectual Property Right on the Site or on the contents present on the Site.

9. CONTACTS

1. For any information regarding the use of the Site and these ToS, You may contact W3M at the contact details contained in the Site.

2. W3M will process the data transmitted by You when contacting W3M for the sole purpose of executing the contract governed by the ToS, and therefore on the basis of assumptions of a contractual nature, in accordance with the provisions of the Privacy Policy.

10. MISCELLANEOUS

1. If any term, Clause or provision of the Agreement is held invalid or unenforceable, then that term, Clause or provision will be severable from the Agreement and will not affect the validity or enforceability of any remaining part of that term, Clause or provision, or any other term, Clause or provision of the Agreement.

2. The ToS regulates the relationship between W3M and You and does not create rights in favour of, nor obligations against, Third Parties.

3. Any tolerance by W3M of the conduct of You in violation of the provisions contained in the ToS does not constitute a waiver of the rights arising from the provisions violated, nor the right to require the exact fulfilment of all terms and conditions therein.

4. W3M does not provide content to individuals who do not have the legal capacity to act to accept the ToS as set out in their home country’s legislation.

5. The rights and remedies included herein are not exclusive, but are in addition to any other rights and remedies available under applicable law.

6. Any limitation or exclusion of liability provided for in favour of W3M in the ToS will apply to the fullest extent permitted by law.

11. PROCESSING OF PERSONAL DATA

1. W3M will process data of Users in accordance with the Privacy Policy.

12. APPLICABLE LAW AND JURISDICTION

1. You expressly agree that the ToS is exclusively governed by Swiss Law. Any dispute concerning the interpretation, execution, termination or validity of the ToS will be submitted to the exclusive jurisdiction of the Zug Courts.

2. Should the provisions of this Clause be inapplicable according to the mandatory rules of the country of Yours, then the applicable law and the competent Court will be determined according to the laws of such Country.

To simplify the process of purchasing RECORD tokens, the Web3 Music Association has established a straightforward mechanism. Please follow the steps outlined below:

1. Submission of Interest

Complete and submit the attached form to express your interest and secure approval for the OTC terms with W3M.

2. Finalising Terms

Once we receive your form, we will follow up via email to confirm and finalize the transaction details, including:

• Amount of tokens

• Price

• Lock period

• Release schedule

• Discount

3. Simplified Future Transactions

Once the initial terms are agreed upon, the conditions will remain valid for future OTC transactions with the same wallet address. This means you won’t need to sign or approve multiple times for subsequent transactions. 4. Data Usage • All information provided will be used exclusively for the purpose of completing token OTC transactions.

This mechanism ensures an efficient and seamless process for multiple deals associated with your specified wallet address.

If you have any questions or require further clarification, please feel free to contact us.

Last Update: 12 September 2023

We work with all our members on developing case studies to drive industry wide adoption. The case studies are centred around:

Real-World Asset Tokenisation

Empowering the financialisation of music IP can drive growth, support artists, and contribute to the

stability of labels and industry stakeholders.

Gaming’s Influence on Fandom

Creating the frameworks needed in gaming environments to cultivate music fandom and enhance fan

lifecycle management through personalised experiences.

The Future Metaverse Experience

Establishing a comprehensive framework for music experiences in the metaverse, from live concerts

to interactive soundscapes, enhancing the role of music in extended reality.

Community’s Influence on Music

Creating the mechanisms through which communities influence music and how these dynamics can be leveraged to foster a more participatory music ecosystem.

AI’s Impact on Music

Building the grid needed to uncover AI's potential in reshaping the music landscape, from enhancing creative processes to transforming data analytics.

Our strategy framework ensures that the music industry are key players in defining the experiences and frameworks needed for the digital landscape.

PRIVACY POLICY

Last updated: replace this text with the day of publication

Dear User,

The "General Data Protection Regulation" (EU Regulation 2016/679, also known and hereinafter referred to as "GDPR"), and the Swiss Data Protection Act require us to provide You with the following information on the processing of Your Personal Data.

In order to simplify this policy, in the following we will mainly refer to the GDPR, since it is the most widely known privacy regulation, but we also grant similar rights to Users located in Switzerland or in other jurisdictions, as required by their respective national laws.

This policy informs you of the Personal Data Processing activities we perform as a result of providing the Services (see in the Glossary what we include in the definition of "Services").

As our entity provides the Services, and establishes purposes and means of the Processing of Personal Data relating to You, it qualifies as “Data Controller” under the GDPR.

If You, the User, are the individual whose Personal Data are processed by us, you are referred to as a "Data Subject," and you have the right to receive the following information about who we are, what Personal Data we process, why, how and for how long we process it, and what obligations and rights you have regarding it. If the actual User of the Services is some type of entity (e.g., company, association, etc.), the Data Subjects are the natural persons who materially use the Service on behalf of the entity (e.g., the entity's legal representative and/or its members and/or workers). In the latter case, information strictly related to the entity (e.g., VAT number) is not considered Personal Data, while other information referring to individuals (e.g., identification data of the legal representative) is Personal Data.

Depending on the Services that You use, we may need to process certain Personal Data. In some cases, specified below, we may have an interest in processing Personal Data for purposes other than the provision of the Services: in these cases, we will process only where there is an appropriate legal basis and, where required by law, on the basis of the Consent of the Data Subject.

The following grid and clauses explain how the Association, as Data Controller, will process Your Data.

Definitions of terms and expressions used within this Privacy Policy are contained in the Glossary below. For anything not expressly defined therein, please refer to the definitions set forth in our general terms and conditions available at [enter the correct link] on the date You read this Privacy Policy. In any case of conflict between definitions, the definitions contained in the Glossary below will prevail for the purposes of the Privacy Policy.

This Privacy Policy is in force from the date indicated in the header. We reserve the right to modify its content, in part or in full. Such updates will be in force from the date of their publication. You are therefore invited to visit this section regularly.

We do not knowingly collect personal information about natural persons who, according to their national law, lack legal capacity to act for the purpose of entering into contracts, except for requests relating to minors made by persons exercising parental authority or custody over the minors concerned. If information on such persons is recorded, We will delete it in a timely manner at the request of the Data Subject or the person exercising parental authority over him or her.

DISTRIBUTED LEDGER TECHNOLOGY DISCLAIMER

The Platform is a means of interacting with the W3M protocol and can be considered the frontend of the W3M protocol, so it has in the backend all the smart contracts that manage all the Features provided on the Platform. The smart contracts reside on the blockchain. The Platform is still based on an indexer that tracks events and populates data on the database managed by the server and sent to the frontend. Therefore by using the Platform, certain Personal Data of Yours will be permanently recorded and publicly visible because such transactions are enabled by a public distributed ledger (e.g. pseudonymised information relating to the Wallets that performed the transactions and information about the transactions).

You can learn more about the distributed ledger that we use for the provision of our Services at the following link: please add the website link

At the present state of the art, there is no technical possibility for us to intervene on the distributed ledger in use (which is not managed by us, nor by one of our providers, but managed in a decentralised manner by multiple nodes scattered around the world and operating among themselves as peers) and to erase or modify such immutable information. Therefore, sometimes we might be unable to completely fulfill some of Your requests pertaining to the Processing of Your Personal Data. For instance if you send us a request for complete erasure of Your Data, we will be able to erase Your user profile, but we will not be able to erase the history of the transactions relating the use of our Platform.

In other words, if you decide to use the Platform, You are consciously deciding to partially waive some of the above-referred rights and data retention limits in the name of transparency, security and public proof of transactions.

GLOSSARY

“Applicable Law”: means any provision, of whatever rank, belonging to Swiss Law or to the law of the European Union when applicable, in whatever way applicable to the Site and to the legal relationships arising as a result of the interactions between the Association and the Users.

“Authorised Agent”: means the natural person, under the direct authority of the Data Controller, who receives instructions from the Data Controller on the Processing of Personal Data, pursuant to and in accordance with Article 29 of the GDPR.

“Authority”: means a body or organisation, public or private, with administrative, judicial, police, disciplinary or supervisory powers.

“Browsing Data”: means the data that the computer systems and software procedures used to operate the Site acquire, during their normal operation, and whose transmission is implicit in the use of Internet communication protocols. This information is not collected to be associated with identified Data Subjects, but given their very nature, this information could, through processing and association with data by third parties, allow users to be identified. This category of data includes IP addresses or domain names of the computers used by users who connect to the Site, URI (Uniform Resource Identifier) addresses of the resources requested, the time of the request, the method used to submit the request to the server, the size of the file obtained in response, the numerical code indicating the status of the response given by the server (successful, error, etc..) and other parameters relating to the operating system and computer environment of the user. This data is used for the sole purpose of obtaining anonymous statistical information on the use of the Site and to check its correct functioning and is deleted immediately after processing.

“Committee” o “EDPB”: means the European Data Protection Board, established by Article 68 of the GDPR and governed by Articles 68 to 76 of the GDPR, which replaces WP29 as of 25/5/2018.

“Common Data”: means the Personal Data concerning Your personal details, including, but not limited to, Your first and last name, e-mail address, telephone number, tax code, VAT number, as Well as any other data You may provide us with, for example through the forms or contact details of our organisation available on the Site.

“Association”: Web3 Music Verein (Web3 Music Association), a company duly existing and incorporated under the laws of Switzerland, with registered office in Zug, Baarerstrasse n. 141 registered at the Registrar of Companies of Zug with Number CHE-184.859.454.

“Consent of the Data Subject”: means “any freely given, specific, informed and unambiguous indication of the Data Subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her” (art. 4, paragraph 11, GDPR).

“Cookie”: means short fragments of text (letters and/or numbers) that allow the Web server to store information on the browser to be reused during the same visit to the Site (session cookies) or afterward, even after days (persistent cookies). Cookies are stored, according to the user’s preferences, by the individual browser on the specific device used (computer, tablet, smartphone). The following categories are considered:

• Technical cookies: these cookies are essential for the correct functioning of the Site and are used for the sole purpose of transmitting a communication over an electronic communication network, or to the extent strictly necessary for the provider of an information society service explicitly requested by the subscriber or User to provide such service.

• Analytical cookies: these cookies are used to anonymously collect and analyse the Site’s traffic and usage. These cookies, while not identifying the user, allow, for example, to detect if the same user logs in again at different times. They also make it possible to monitor the system and improve its performance and usability. The deactivation of such cookies can be performed without any loss of functionality.

• Profiling cookies: these cookies are persistent ones used to (anonymously or otherwise) identify Your preferences and improve Your browsing experience.

• Third party cookies (analytical and/or profiling): these cookies are generated by organisations not part of the Site, but integrated into parts of the Site page. For example, Google widgets (e.g. Google Maps) or social plugins (Facebook, Twitter, LinkedIn, Google+, etc.).

“Data”: one or more of the categories indicated as Personal Data.

“Data Controller”: means "the natural or legal person, public authority, service or other body which alone or jointly with others determines the purposes and means of the processing of personal data", as defined in Article 4, subsection 1, no. 7, of the GDPR.

“Data Processor”: means "a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller", as defined in Article 4, subsection 1(8) of the GDPR.

“Data Subject”: “an "identified or identifiable natural person", as defined in Article 4, subsection 1, no. 1, of the EU Regulation 2016/679 (so-called "GDPR").

“Disclosure”: the making of personal data to unspecified persons, in any form whatsoever, including by making them available or consulting them.

“GDPR”: means the EU Regulation 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

“Limitation”: means the marking of personal data stored with the aim of limiting their processing in the future, as defined in Article 4(1)(3) of the GDPR.

“Privacy Law”: the EU Regulation 2016/679 ("GDPR"), the Swiss Data Protection Act, as well as the decisions made by judicial and regulatory bodies, and further applicable pieces of legislation relating to privacy rights and data protection.

“Privacy Policy”: means this policy on the Processing of Personal Data.

“Profiling”: means "any form of automated processing of personal data consisting of the use of such personal data to evaluate certain personal aspects relating to a natural person, in particular to analyse or predict aspects of that natural person's professional performance, economic situation, health, personal preferences, interests, reliability, behaviour, location or movements", as defined in Article 4, subsection 1(4) of the GDPR.

“Personal Data”: means "any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person", as defined in Article 4, subsection 1, no. 1, of the GDPR).

“Processing”: means "any operation or set of operations which is performed upon personal data or sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction", as defined by Art. 4, subsection 1, no. 2, of the GDPR.

“Publication”: means the action by which the Data Controller communicates information on the Site, without the implementation of procedures requiring the User to view it.

“Recipient“: means “a natural or legal person, public authority, agency or another body, to which the personal data are disclosed, whether a third party or not”, as defined in Article 4, sub-paragraph 1, no. 9, of the GDPR.

“Services”: means the music protocol drop portal (”Drop Portal”) and the services offered by the Association through the Site, including the provision of the Site itself.

“Site”: means the web pages displayed through [please add the link to the Website], including subdomains.

“Supervisory Authority”: the independent public authority established by a European Union state, or by the European Union itself, in charge of supervising the application of the Privacy Law.

“Third Party”: means "the natural or legal person, public authority, service or other body other than the Data Subject, the Data Controller, the Data Processor and the persons authorised to process personal data under the direct authority of the Data Controller or Data Processor", as defined in Article 4, subsection 1, no. 10, of the GDPR.

“User”: means any individual, or legal entity using any of the Services.

The W3M employs a tiered membership model that enables various degrees of participation and influence within our governance framework. Facilitated by W3M Swiss-governance, this model confers voting rights, facilitates committee-based involvement, and looks to create new collaborative opportunities.

Genesis Members serve as entry-level W3M ecosystem participants, contributing their expertise and networks in music or Web3 industries. While they do not have voting rights, they can engage in General Assembly discussions and attend networking events.Development Members actively shape the Association's direction. They are empowered with full voting rights in the General Assembly and are eligible for Advisory Committee roles. Membership at this level goes beyond participation—it is a partnership and a journey towards collective success, supported by financial input, software development, or other qualifying contributions.Visionary Members are an elevated tier of commitment and influence. With full voting rights and eligibility for the Strategic Committee, they drive the mission forward. Reserved for industry leaders, this tier provides additional privileges and is a declaration of commitment to lead, innovate, and shape our collective mission.Progressing through membership tiers is a recognition of an individual's active and meaningful contribution to the W3M ecosystem. To advance from the Genesis to Development Tier, members must vest $RECORD tokens and provide verifiable contributions, demonstrating sustained active participation in the Association.Membership in W3M opens up a wealth of opportunities, tailored to the diverse needs and goals of various sectors within the music industry.By catering to a wide spectrum of profiles, from startups to independent artists, academics to regulatory bodies, W3M aims to build an ecosystem that nurtures innovation, investment, and growth in the music industry.

Last updated: 21 June 2024

The [please add the website link] Website (hereinafter also the 'Site') uses Cookies for the following purposes: to enable and improve the functioning of the Site.

This document provides detailed information on the use of Cookies and similar technologies, how they are used on the Site and how to manage them.

For further information on the processing of personal data by the Data Controller click here.

1. Definition

   1. Cookies are short text fragments (letters and/or numbers) that allow the web server to store information on the browser to be reused during the same visit to the Website (session cookies) or later, even after a few days (persistent cookies). Cookies are stored, according to the user’s preferences, by the individual browser on the specific device used (computer, tablet, smartphone).

2. Types of Cookies

   1. There are different categories of cookies, with different characteristics and uses:

      1. Technical cookies: these are cookies that are essential for the proper functioning of the Website and are used for the sole purpose of carrying out the transmission of a communication over an electronic communication network, or to the extent strictly necessary for the provider of an information society service explicitly requested by the subscriber or user to provide such a service;

      2. Analytical cookies: these are cookies used to collect and analyse Website traffic and usage in an anonymous way. These cookies do not identify the user, but they allow us, for example, to detect whether the same user returns to the Website at different times. They also allow us to monitor the system and improve its performance and usability. These cookies can be deactivated without any loss of functionality.

      3. Profiling cookies: these are persistent cookies used to identify (anonymously or otherwise) the user’s preferences and improve the user’s browsing experience; they are often used to create profiles of the user and are used to send advertisements in line with the preferences expressed by the user while browsing the web.

      4. Third-party cookies (analytical and/or profiling): these are cookies generated by organisations that are not part of the Website, but which are integrated into parts of the Website’s pages. Examples include Google widgets (e.g. Google Maps) or social plug-ins (Facebook, Twitter, LinkedIn, etc.).

   2. The handling of information collected by “third parties” is governed by their policies, which You should refer to, and which for Your convenience are indicated in the links below.

3. Types of Cookies Used

   1. The Site uses the following Cookies:

ATTENTION: If You navigate on the Site from a Google Chrome browser and/or while logged into your Google account, further Google cookies may be installed without your consent and without the possibility for us to prevent this. Similarly, this could happen by using browsers or by logging into accounts provided by other companies. In all these cases, the Processing of Personal Data is not carried out by us and we do not assume the status of Data Controller for such Processing. We do not have any control over such Cookies, nor shall any liability arising out of the installation of such Cookies on your devices be imputed to us.

1. Management

   1. As shown in the grid above, the Site uses only technical cookies. These cookies do not require the consent of the Data Subject, because they are necessary for the provision of the Site. For this reason, the Site does not use a banner to manage Cookie consent.

   2. The User can decide whether or not to accept Cookies by using the settings of his or her browser. In this case, the setting can be defined specifically for different websites and web applications. Furthermore, the best browsers allow different settings to be defined for different types of cookies:
   3. The usability of the contents is also possible by completely disabling cookies, with the exception of 'session' cookies in the event that the User wishes to authenticate himself, and disabling 'third-party' cookies does not affect the navigability of the Site in any way.

   4. If you do not install the Cookies that are strictly necessary for the operation of the Site, you will not be able to proceed to browse the Site. These Cookies alone are by default ready to be installed on the device you are browsing from and do not, by law, require your express consent for installation.

   5. The Company cannot guarantee the perfect functioning of the aforementioned tools, but undertakes to evaluate from time to time the most suitable tools for the purposes of compliance with the GDPR and applicable privacy and data protection regulations, possibly even replacing the tools currently in use with others that are more suitable or better functioning.

Last updated: 11 April 2024

This document provides detailed information on the use of Cookies and similar technologies, how they are used on the Site and how to manage them.

Visitors of the Site (the “Visitor”) have the possibility to configure their browser (the "Cookie Banner") in order to be notified of the receipt of Cookies and to decide whether to accept, reject or manually manage their preferences regarding the use of Cookies. The acceptance of Cookies by the browser can be disabled by changing the aforementioned settings.

For further information on the processing of personal data by the Data Controller click here.

1. Definition

1. Cookies are short text fragments (letters and/or numbers) that allow the web server to store information on the browser to be reused during the same visit to the Site (session Cookies) or later, even after a few days (persistent Cookies). Cookies are stored, according to the Visitor’s preferences, by the individual browser on the specific device used (computer, tablet, smartphone).

2. Types of Cookies

1. There are different categories of Cookies, with different characteristics and uses:

   1. Technical Cookies: these are Cookies that are essential for the proper functioning of the Site and are used for the sole purpose of carrying out the transmission of a communication over an electronic communication network, or to the extent strictly necessary for the provider of an information society service explicitly requested by the Visito to provide such a service;

   2. Analytical Cookies: these are Cookies used to collect and analyse Site traffic and usage in an anonymous way. These Cookies do not identify the Visitor, but they allow us, for example, to detect whether the same Visitor returns to the Site at different times. They also allow us to monitor the system and improve its performance and usability. These Cookies can be deactivated without any loss of functionality.

   3. Profiling Cookies: these are persistent Cookies used to identify (anonymously or otherwise) the Visitor’s preferences and improve the Visitor’s browsing experience; they are often used to create profiles of the user and are used to send advertisements in line with the preferences expressed by the Visitor while browsing the web.

   4. Third-party Cookies (analytical and/or profiling): these are Cookies generated by organisations that are not part of the Sitw, but which are integrated into parts of the Site’s pages. Examples include Google widgets (e.g. Google Maps) or social plug-ins (Facebook, Twitter, LinkedIn, etc.).

2. The handling of information collected by “third parties” is governed by their policies, which You should refer to, and which for Your convenience are indicated in the links below.

3. Types of Cookies Used

1. The Site uses the following Cookies:

ATTENTION: If You navigate on the Site from a Google Chrome browser and/or while logged into your Google account, further Google Cookies may be installed without your consent and without the possibility for us to prevent this. Similarly, this could happen by using browsers or by logging into accounts provided by other companies. In all these cases, the Processing of Personal Data is not carried out by us and we do not assume the status of Data Controller for such Processing. We do not have any control over such Cookies, nor shall any liability arising out of the installation of such Cookies on your devices be imputed to us.

4. MANAGEMENT

1. The main Cookie management tool we recommend is the Cookie banner we provide, which allows for Cookie management in compliance with the world's most stringent privacy and data protection legislation, such as the GDPR (including the guidelines of the French authority CNIL) and the California Consumer Privacy Act (CCPA). Through this tool you will be able to:

   1. accept the full installation of all Cookies;

   2. accept only those Cookies that are necessary for the operation of the Site, rejecting all others;

   3. or manage your preferences manually by grouping Cookies by purpose of use.

2. The Visitor can decide whether or not to accept Cookies by using the settings of his or her browser. In this case, the setting can be defined specifically for different websites and web applications. Furthermore, the best browsers allow different settings to be defined for different types of cookies:
3. The usability of the contents is also possible by completely disabling cookies, with the exception of 'session' cookies in the event that the Visitor wishes to authenticate himself, and disabling 'third-party' cookies does not affect the navigability of the Site in any way.

4. If you do not install the Cookies that are strictly necessary for the operation of the Site, you will not be able to proceed to browse the Site. These Cookies alone are by default ready to be installed on the device you are browsing from and do not, by law, require your express consent for installation.

5. We cannot guarantee the perfect functioning of the aforementioned tools, but undertakes to evaluate from time to time the most suitable tools for the purposes of compliance with the GDPR and applicable privacy and data protection regulations, possibly even replacing the tools currently in use with others that are more suitable or better functioning.

5. CHANGE YOUR PREFERENCES

1. You can change your preferences at any time by accessing our banner from here.

PRIVACY POLICY

16 October 2023

Dear User,

This policy informs you of the Personal Data Processing activities we perform as a result of providing the Services (see in the Glossary what we include in the definition of "Services").

As our entity provides the Services, and establishes purposes and means of the Processing of Personal Data relating to You, it qualifies as “Data Controller” under the GDPR.

If You, the User, are the individual whose Personal Data are processed by us, you are referred to as a "Data Subject," and you have the right to receive the following information about who we are, what Personal Data we process, why, how and for how long we process it, and what obligations and rights you have regarding it. If the actual User of the Services is some type of entity (e.g., company, association, etc.), the Data Subjects are the natural persons who materially use the Service on behalf of the entity (e.g., the entity's legal representative and/or its members and/or workers). In the latter case, information strictly related to the entity (e.g., VAT number) is not considered Personal Data, while other information referring to individuals (e.g., identification data of the legal representative) is Personal Data.

Depending on the Services that You use, we may need to process certain Personal Data. In some cases, specified below, we may have an interest in processing Personal Data for purposes other than the provision of the Services: in these cases, we will process only where there is an appropriate legal basis and, where required by law, on the basis of the Consent of the Data Subject.

The following grid and clauses explain how the Company, as Data Controller, will process Your Data.

This Privacy Policy is in force from the date indicated in the header. We reserve the right to modify its content, in part or in full. Such updates will be in force from the date of their publication. You are therefore invited to visit this section regularly.

We do not knowingly collect personal information about natural persons who, according to their national law, lack legal capacity to act for the purpose of entering into contracts, except for requests relating to minors made by persons exercising parental authority or custody over the minors concerned. If information on such persons is recorded, We will delete it in a timely manner at the request of the Data Subject or the person exercising parental authority over him or her.

GLOSSARY

“Applicable Law”: means any provision, of any source, forming part of the Swiss Law or European Union applicable to the Site and to the legal relationships arising as a result of the interactions between the Company and the Users.

“Authorised Agent”: means the natural person, under the direct authority of the Data Controller, who receives instructions from the Data Controller on the Processing of Personal Data, pursuant to and in accordance with Article 29 of the GDPR.

“Authority”: means a body or organisation, public or private, with administrative, judicial, police, disciplinary or supervisory powers.

“Browsing Data”: means the data that the computer systems and software procedures used to operate the Site acquire, during their normal operation, and whose transmission is implicit in the use of Internet communication protocols. This information is not collected to be associated with identified Data Subjects, but given their very nature, this information could, through processing and association with data by third parties, allow users to be identified. This category of data includes IP addresses or domain names of the computers used by users who connect to the Site, URI (Uniform Resource Identifier) addresses of the resources requested, the time of the request, the method used to submit the request to the server, the size of the file obtained in response, the numerical code indicating the status of the response given by the server (successful, error, etc..) and other parameters relating to the operating system and computer environment of the user. This data is used for the sole purpose of obtaining anonymous statistical information on the use of the Site and to check its correct functioning and is deleted immediately after processing.

“Committee” o “EDPB”: means the European Data Protection Board, established by Article 68 of the GDPR and governed by Articles 68 to 76 of the GDPR, which replaces WP29 as of 25/5/2018.

“Common Data”: means the Personal Data concerning Your personal details, including, but not limited to, Your first and last name, e-mail address, telephone number, tax code, VAT number, as Well as any other data You may provide us with, for example through the forms or contact details of our organisation available on the Site.

“Company”: Web3 Music Verein (Web3 Music Association), a company duly existing and incorporated under the laws of Switzerland, with registered office in Zug, Baarerstrasse n. 141 registered at the Registrar of Companies of Zug with Number CHE-184.859.454.

“Consent of the Data Subject”: means “any freely given, specific, informed and unambiguous indication of the Data Subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her” (art. 4, paragraph 11, GDPR).

“Cookie”: means short fragments of text (letters and/or numbers) that allow the Web server to store information on the browser to be reused during the same visit to the Site (session cookies) or afterward, even after days (persistent cookies). Cookies are stored, according to the user’s preferences, by the individual browser on the specific device used (computer, tablet, smartphone). The following categories are considered:

• Technical cookies: these cookies are essential for the correct functioning of the Site and are used for the sole purpose of transmitting a communication over an electronic communication network, or to the extent strictly necessary for the provider of an information society service explicitly requested by the subscriber or User to provide such service.

• Analytical cookies: these cookies are used to anonymously collect and analyse the Site’s traffic and usage. These cookies, while not identifying the user, allow, for example, to detect if the same user logs in again at different times. They also make it possible to monitor the system and improve its performance and usability. The deactivation of such cookies can be performed without any loss of functionality.

• Profiling cookies: these cookies are persistent ones used to (anonymously or otherwise) identify Your preferences and improve Your browsing experience.

• Third party cookies (analytical and/or profiling): these cookies are generated by organisations not part of the Site, but integrated into parts of the Site page. For example, Google widgets (e.g. Google Maps) or social plugins (Facebook, Twitter, LinkedIn, Google+, etc.).

“Data”: one or more of the categories indicated as Personal Data.

“Data Controller”: means "the natural or legal person, public authority, service or other body which alone or jointly with others determines the purposes and means of the processing of personal data", as defined in Article 4, subsection 1, no. 7, of the GDPR.

“Data Processor”: means "a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller", as defined in Article 4, subsection 1(8) of the GDPR.

“Data Subject”: “an "identified or identifiable natural person", as defined in Article 4, subsection 1, no. 1, of the EU Regulation 2016/679 (so-called "GDPR").

“Disclosure”: the making of personal data to unspecified persons, in any form whatsoever, including by making them available or consulting them.

“GDPR”: means the EU Regulation 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

“Limitation”: means the marking of personal data stored with the aim of limiting their processing in the future, as defined in Article 4(1)(3) of the GDPR.

“Privacy Law”: the EU Regulation 2016/679 ("GDPR"), the UK GDPR, and Federal Act on Data Protection (FADP) of Switzerland, as well as the measures adopted by the Data Protection Authority, guidelines, and other applicable sources.

“Privacy Policy”: means this policy on the Processing of Personal Data.

“Profiling”: means "any form of automated processing of personal data consisting of the use of such personal data to evaluate certain personal aspects relating to a natural person, in particular to analyse or predict aspects of that natural person's professional performance, economic situation, health, personal preferences, interests, reliability, behaviour, location or movements", as defined in Article 4, subsection 1(4) of the GDPR.

“Personal Data”: means "any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person", as defined in Article 4, subsection 1, no. 1, of the GDPR).

“Processing”: means "any operation or set of operations which is performed upon personal data or sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction", as defined by Art. 4, subsection 1, no. 2, of the GDPR.

“Publication”: means the action by which the Data Controller communicates information on the Site, without the implementation of procedures requiring the User to view it.

“Recipient“: means “a natural or legal person, public authority, agency or another body, to which the personal data are disclosed, whether a third party or not”, as defined in Article 4, sub-paragraph 1, no. 9, of the GDPR.

“Services”: means the the services offered by the Company through the Site, including the provision of the Site itself.

“Site”: means the web pages displayed through www.web3music.org, including subdomains.

“Supervisory Authority”: or “Data Protection Authority”, means the independent public authority established by a Member state of the European Union, Switzerland, UK or another country, in charge of supervising the application of the Privacy Law in its country of establishment.

“Third Party”: means "the natural or legal person, public authority, service or other body other than the Data Subject, the Data Controller, the Data Processor and the persons authorised to process personal data under the direct authority of the Data Controller or Data Processor", as defined in Article 4, subsection 1, no. 10, of the GDPR.

“User”: means any individual, or legal entity using any of the Services.

Last update: replace this text with the day of publication

1. PREAMBLE

   1. These terms of use ( “ToU”) govern the use of the Web 3 Music Token Management platform (“Platform”), a platform based on the use of blockchain technology and smart contracts, reserved for members of the Web3 Music Association (see below for identification details) to enable them to perform in electronic form certain operations related to the life of the association. The Platform can be accessed by you (the “User” or “You”) if you are a member of the association via the website replace the URL.

   2. The ToU and the Privacy Policy are collectively referred to as the “Agreement” to be considered an extension of the association relationship with us. Therefore, the Agreement and making the Platform available do not entail the provision of digital services, products, or content. The features of the Platform are the ones available on the date of your access.

   3. The Platform is owned and operated by Web3 Music Verein (Web3 Music Association), a company duly existing and incorporated under the laws of Switzerland, with registered office in Zug, Baarerstrasse n. 141 registered at the Registrar of Companies of Zug with Number CHE-184.859.454 (“W3M” or “We”).

   4. The Platform is the exclusive property of W3M.

   5. Please read the Agreement carefully before accessing and using the Platform. By accessing and using any part of the Platform or its Features, you agree to become bound by the Agreement. If You do not agree to all the terms and conditions of the Agreement, then you may not access the Platform and use any Features of Platform.

   6. W3M does not offer financial services, nor does it aim to encourage investments in crypto-assets, nor does it provide financial advice, nor does it carry out any activities reserved for Crypto Asset Service Providers under Swiss Law and Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, or financial intermediaries subject to Swiss Law and Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.

   7. The Platform is not a mere conduit, caching, or hosting service, nor does it allow for the storage and dissemination of information to the public at the request of the User, therefore it should not be considered an online platform or other intermediary service subject to the Digital Services Act (Regulation EU 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market For Digital FeaturesServices and amending Directive 2000/31/EC).

2. ACCEPTANCE OF THE TOU

   1. At the time of your first access to the Platform, You will be asked to accept ToU. By accepting ToU, You enter into the Agreement, which constitutes a legally binding agreement with W3M.

   2. If you do not agree with any of these provisions, we strongly recommend you to cease accessing and using the Platform.

   3. To use the Platform, the User is required to connect their wallet ("Wallet") to the Platform.

3. THE TOKENS

   1. The Token is considered a utility token under the current Swiss regulatory framework and not a security or payment token, as per FINMA’s interpretation provided to W3M. Consequently, the issuance of the Token by W3M is not subject to the Anti-Money Laundering Act and does not require a prospectus under the Financial Features Act. Furthermore, FINMA confirmed that no other financial market laws in Switzerland, including the Financial Market Infrastructure Act are applicable to the Tokens.

4. CONDITIONS OF USE FOR THE USER

   1. The User acknowledges and accepts that:

      1. not to use the Platform in an improper manner, for purposes that are not permitted by law or contrary to morality, to spread computer viruses, to perform activities that may compromise the security of the Platform or damage it, to access the Platform using automated tools (such as collection bots, robots, spiders or scrapers);

      2. not interfere with security-related features of the Platform, including but not limited to: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Platform except to the extent that the activity is expressly permitted by applicable law. Any attempt at such interference shall attract a ban from the Platform;

      3. not infringe the Intellectual Property Rights of W3M or Third Parties, including copyrights, patents, trademarks, trade secrets or other proprietary rights;

      4. not represent or communicate information about W3M and Features in a manner that is inconsistent with what W3M represents through Platform;

      5. comply with applicable laws and regulations;

      6. provide their true Data and keep it up to date;

      7. W3M will process the User's Data in accordance with the provisions of the Privacy Policy;

      8. W3M will provide the Platform according to the needs related to any scheduled or extraordinary and unmissable maintenance work;

      9. the costs of connection to the Internet network, and those possibly related to the connection modalities, are at the User's expense.

5. USER REQUESTS

   1. The User may address requests to W3M through the contact information available on the Platform. You may send requests, by way of example - and not limited to - submit ideas to or share doubts with W3M.

   2. If the User provides ideas, suggestions, or other feedback in connection with the use of the Platform ("Feedback"), such Feedback is not confidential and may be used by W3M without restriction and without payment to the User.

   3. W3M will process the Data transmitted by the User when contacting W3M for the sole purpose of executing the issue governed by the ToU, and therefore on the basis of assumptions of a contractual nature, in accordance with the provisions of the Privacy Policy.

6. RIGHTS OF W3M

   1. W3M has the right to:

      1. modify, update, replace, suspend, limit or interrupt the operation of the Platform and its Features at any time;

      2. analyse the traffic on the Platform (e.g. detect the most visited pages, the number of Users per hour or per day, the geographical origin, the average connection time, the browsers used, the origin of the User - from search engines or from other Sites -, phrases and words searched for, etc.) in order to understand how it is used and manage, optimise and improve it, or even just for statistical purposes;

      3. solve operational or technical problems (e.g. anomalies in page loading);

      4. perform monitoring activities to repel and prevent cyber-attacks and fraud.

   2. W3M may, at its sole discretion and without any obligation to pay compensation:

      1. deny any of the Users further access and use to the Platform;

      2. take against any of the Users any action for its own protection, including those aimed at obtaining compensation for damages.

7. WARRANTY EXCLUSIONS AND NO ASSISTANCE

   1. The Platform is provided on an "AS IS" and "AS AVAILABLE" basis and W3M makes no warranties, express or implied (including the implied warranties of non-infringement, merchantability and fitness for a particular purpose), and may be temporarily inaccessible or otherwise defective or delayed.

   2. W3M will make every reasonable effort to ensure that the User has continuous and uninterrupted access to the Platform but will not, under any circumstances, be liable if one or more Features are temporarily or permanently inaccessible.

   3. In particular, W3M makes no warranty as to:

      1. the suitability of the Platform with respect to the needs of the User;

      2. the availability of, and the absence of errors in, the Platform;

      3. the quality of the Platform;

      4. the correction of any technical errors of the Platform;

      5. the Tokens will come into existence;

      6. the Tokens will gain a substantial or speculative commercial value;

      7. the Tokens will have merchantability or profitability.

   4. Any material accessed, downloaded, or otherwise obtained through the use of the Platform is done at the User’s own discretion and risk and the User will be solely responsible for any damage to the User’s computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the User from W3M or through or from the Platform will create any warranty not expressly stated in the Agreement.

   5. W3M does not guarantee the provision of technical assistance in relation to the Platform.

8. LIMITATION OF LIABILITY AND INDEMNITY

   1. You acknowledge and agree that, to the fullest extent permitted by law, in no event will W3M be liable for any loss of profits, revenue or data, indirect, incidental, special or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or Features, in each case whether or not W3M has been advised of the possibility of such damages, arising out of or in connection with the Agreement.

   2. W3M will not be liable for any errors, inaccuracies, omissions and, more generally, for damages caused, directly or indirectly, by decisions taken or initiatives undertaken by the User or by Third Parties on the basis of (and as a result of) the Features made available through the Platform.

   3. Some jurisdictions do not allow the exclusion or limitation of certain damages. If such laws apply to you, some or all of the above exclusions or limitations may not apply to you and you may have additional rights.

   4. You agree to indemnify and hold W3M, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensees from any and all losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) your use of or inability to use any W3M property; (ii) your breach of Agreement; (iii) your violation of any rights of any Third Party or User (vi) your violation of any applicable law, rule, or regulation. W3M reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with W3M in asserting any available defences. You agree that the provisions of this present clause will survive any termination of the Agreement.

9. INTELLECTUAL PROPERTY

   1. Unless otherwise indicated on the Platform with specific reference to certain items on the Platform, W3M is the exclusive owner of all Intellectual Property Rights in the Platform.

   2. All W3M trademarks, Features marks, trade names, logos, domain names, and any other features of W3M brand are the sole property of W3M or its licensors. The ToU does not grant you any rights to use any of such features whether for commercial or non-commercial use.

   3. The provision of the Platform by W3M will not be considered as an assignment or licensing by W3M in favour of you of any Intellectual Property Right on the Platform

10. LEGAL DISCLAIMERS

    1. The Users are the sole owners and responsible for their respective Wallets that Users decide to use on the Platform. Accordingly, Users are the sole responsible for keeping private and confidential the respective private keys of such Wallets.

    2. The Platform may include third-party services (i.e. Wallet provider) which we do not own or control. You understand that the Agreement does not apply to your relationships with any Third Parties. You expressly release us from any and all liability arising from your use of such Third-Party services.

11. CONTRACT CHANGES

    1. W3M reserves the right at any time to modify this Agreement and any legal document present on the Platform, or to add at any time new or additional terms or conditions on your use of the Platform. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Platform will be deemed acceptance thereof.

12. MISCELLANEOUS

    1. The Agreement regulates the relationship between W3M and the User and does not create rights in favour of, nor obligations against, Third Parties.

    2. Any tolerance by W3M of the conduct of the Users in violation of the provisions contained in the Agreement does not constitute a waiver of the rights arising from the provisions violated, nor the right to require the exact fulfilment of all terms and conditions therein.

    3. W3M does not provide the Platform and Features to individuals who do not have the legal capacity to act to accept the Agreement as set out in their home country's legislation.

    4. The rights and remedies included herein are not exclusive, but are in addition to any other rights and remedies available under applicable law.

    5. Any limitation or exclusion of liability provided for in favour of W3M in the Agreement will apply to the fullest extent permitted by law.

13. APPLICABLE LAW AND JURISDICTION

    1. The Agreement is governed by Swiss Law, without regard to its choice of law or conflicts of law principles.

    2. The Parties expressly agree that any disputes regarding the validity, performance, effectiveness or termination of the Agreement is subject to the exclusive jurisdiction of the Swiss Court and, in particular, exclusively to the Court of Zug (Switzerland) unless mandatory applicable laws provide otherwise.