Sonomo Terms and Conditions

Last updated: April 7th 2022

1 WHO ARE WE AND WHAT DO WE OFFER?

We are Encore Capital B.V. (Sonomo, also: we, us and our).

Users (also: you) can access our Platform via our Website: https://www.sonomo.com.

We provide Rightsholders the opportunity to release their Track(s) on Digital Streaming Stores via third party music distributors. In addition, we operate a Platform via which Rightsholders can fractionalise a Claim (revenue relating to a Track released via us) into Fractions and configure the initial distribution of Fractions between Investors. A User that owns one or more Fractions is considered an Investor. Both the Rightsholder as well as any Investor may exchange Fractions via the Marketplace of the Platform.

In these terms and conditions (Terms) we stipulate the provisions that apply to your use of our Platform and our Website and related services (together the Services). Please find more information about our Services on our Website.

These Terms apply to the relationship between Sonomo and the User and to any and all other use of our Services. The use of any Service provided by Sonomo is conditioned upon User’s compliance and acceptance of these Terms. Sonomo may amend these Terms. The latest version of the Terms always applies to the relationship between Sonomo and the User. In addition to these Terms, Rightsholders and Sonomo shall enter into a separate distribution agreement. In case of any conflict between these Terms and the distribution agreement, the terms of the distribution agreement shall prevail.

2 DEFINITIONS

In these Terms, we apply the following definitions:

2.1 Account: the Account on the Platform created by User, which is limited for use by User via the Login Credentials.

2.2 Claim: the total claim of a Rightsholder towards Sonomo pursuant to the digital streaming revenue generated by the Track via our Services. Beware that a Claim is possibly not 100% of the worldwide digital streaming revenue of a Track (e.g. in case rightsholders have entered into third party distribution contracts).

2.3 Fraction: a pro rata entitlement to a Claim. The Rightsholder may fractionalise the Claim. For example, in case a Claim is fractionalised into 1000 equal Fractions, then the owner of 500 Fractions has a claim on the Rightsholder equal to 50% of the Claim. Fractions only exist within the Rightsholder-Investor relationship. Sonomo only enters into a contractual relationship with Rightsholders, and is never involved in any contractual relationship with Investors.

2.4 Fraction Terms: these are all specific terms and characteristics that apply to a Fraction in the Rightsholder-Investor relationship. These may vary among Fractions and the applicable Fraction Terms are stipulated prior to your purchase of the Fraction. Information on the Fraction Terms that apply to any Fraction that you purchased are shown in your Account. Fraction Terms in any case include: the percentual entitlement in relation to the Claim, the specification of the Track and the identity of the Rightsholder.

2.5 Investor: a User that is entitled to one or more Fraction(s).

2.6 Marketplace: this is the marketplace of the Platform on which Fractions may be exchanged.

2.7 Rightsholder: the person or legal entity who submits a Track via Sonomo and who, in respect of such Track, either (a) owns all relevant (intellectual property) rights and entitlements or (b) has been duly authorized by any and all other (intellectual property) rightsholders of the Track to submit that Track, configure payment splits in regard of it and use any other functionality offered by our Platform.

2.8 Sonomo: [Encore Capital B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam (address: Fred. Roeskestraat 115, 1076 EE Amsterdam), and registered in the trade register of the Dutch Chamber of Commerce under number 81884621]. In these Terms, Sonomo is also referred to as we, us and our.

2.9 Track: an individual songs or track released by Rightsholder via Sonomo's Services.

2.10 User: every natural person or legal entity making use of the Platform of Sonomo, including Rightsholders and Investors. You must be at least eighteen (18) years old and/or otherwise have authorization and legal power to create an Account and make use of the Platform.

Other definitions are outlined ‘in-text’ in the below.

3 ACCOUNT

3.1 Amongst other things, Users are required to provide an e-mail address and choose a strong password in order to create an Account and be able to use the Platform. The e-mail address and chosen password, together, form the Login Credentials. For use of the Marketplace the User is required to have provided the following:

3.2 After creating an Account, Sonomo will evaluate whether User meets all requirements and whether User may access the Marketplace. Sonomo will inform User about this within a reasonable term, usually within [7] days after creating the Account.

3.3 User is fully responsible for non-disclosure of its Login Credentials and the use of its Account. User may not allow use of its Account by any third party nor others that do not have the authority to represent User. User guarantees that any third party that uses its Account is authorized to represent User. If the User suspects that its Account has been breached, the User will report this immediately to support@sonomo.com.

3.4 User agrees to only provide correct and complete information when creating an Account on the Platform. User is responsible for the accuracy of any and all data in its Account and Sonomo cannot be held liable in that respect.

3.5 Where a User is a legal entity, the natural person that opens the Account on behalf of such legal entity warrants that it has the legal capacity and power to:

3.5.1 act on behalf of and to represent the specific legal entity;

3.5.2 proceed with the registration of the User to the Platform and the creation of the Account; and

3.5.3 accept the present Terms and all other policy and guidelines of the Platform.

3.6 The User may request to cancel/terminate the User Account by contacting Sonomo. Sonomo may need to retain certain information as required by law or as necessary for its business purposes. For more information about the processing of personal data, please see the Privacy Policy https://www.sonomo.com/privacy-policy.

3.7 At its own discretion, Sonomo is entitled at all times to suspend, block or delete the Account of any User, for example in the case of contravention of one or more of the applicable terms, fraud, disruption of a proper functioning of the Platform or if the Account, in the opinion of Sonomo, can be harmful for the reputation of Sonomo or third parties. This includes any (attempt to) manipulate streaming numbers including but not limited to plays of musical recordings by bots, hijacked accounts, or through other inauthentic listening methods. Sonomo furthermore has the right to refuse or to block an Account if the Account is linked to (a bank account number which is linked to) an Account or User that is already blocked. User is not entitled to any compensation by Sonomo in connection with the suspension, blocking or deletion of the Account by Sonomo and User hereby waives any right to any compensation of damages.

3.8 Every User may only create one (1) Account. If, for whatsoever reason, the Account is blocked or deleted, User is no longer entitled to use the Services in any way (whether through that Account, another Account, or without an Account).

3.9 User must, at all times, act in accordance with the guidelines and instructions of Sonomo with regard to the installation and use of the Platform.

3.10 Sonomo is entitled, at all times, to no longer make available certain functionalities of the Account on the Platform, not to grant an Account or to demand additional requirements for granting an Account.

4 USE OF THE PLATFORM

4.1 The User must ensure that the Platform is used in conformity with the Terms/Sonomo's instructions and for the purpose that Sonomo intended them for. User is not allowed to use the Platform in any way that affects the integrity or continuity of Sonomo's systems and/or Services.

4.2 It is User’s responsibility to use the Platform in compliance with applicable law and with any third party rights. More specifically (without limitation), User is not allowed to use the Platform:

(a) in a way that infringes on a third party's intellectual property rights;

(b) in a way that violates a person's privacy; or

(c) to conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of third parties.

5 ROLE OF RIGHTSHOLDER, SONOMO AND INVESTOR

Role of the Rightsholder

5.1 Through the Splits Dashboard a Rightsholder can configure, per separate Track, the applicable "Royalty Split" by assigning Fractions to Investors. Sonomo can only pay out to parties (Rightsholders or Investors) that have a fully completed Sonomo account.

5.2 Initially, the Rightsholder is both the creditor and the debtor in respect of a Fraction. Once the Rightsholder configures the Royalty Split of a Track resulting in the assignment of Fractions to Investors, Investor(s) shall become creditor towards the Rightsholder in relation to these specific Fractions.

5.3 It is the sole responsibility of the Rightsholder to configure the Royalty Split in accordance with applicable law and with all existing agreements that concern entitlement to (part of the) digital streaming revenue of the Track. Our Royalty Split configuration functionality is merely a tool for the Rightsholder to distribute the Digital Streaming Revenue in accordance with existing agreements with entitled parties. Sonomo never takes part in the contractual relationship between Rightsholder and Investor and can never be addressed as debtor by Investors.

5.4 In relation to a Fraction, only the Investor (acting as creditor) can alter. The Rightsholder will at all times be the debtor towards Investor in relation to the Fractions of any Track submitted.

Role of Sonomo

5.5 We offer the possibility of trading Fractions through our Marketplace. Sonomo is never a contractual party in the relationship regarding any Fraction between the Investor (as owner of a Fraction) and the Rightsholder concerned.

5.6 We levy a transaction fee on the side of the buying Investor and of the selling Investor upon each Purchase of a Fraction. This transaction fee is reflected in the price paid by the Investor, and is visible prior to placing an order. You agree to the transaction fee scheme specified within the website. Sonomo may, in its discretion, update the transaction fees at any time. Any updated transaction fees will apply to any sales or other Purchases that occur following the effective date of the updated fees. You authorize Sonomo to deduct from your account any applicable fees that you owe under these Terms.

5.7 Until at least 5% of the Claim has been marketed via the Marketplace, Sonomo reserves the right to set thresholds for minimum percentages and prices of Fractions that are offered.

Role of the Investor

5.8 In relation to a Fraction, a User can become an Investor either by (i) being assigned as creditor of such Fraction by the Rightsholder or (ii) successfully executing the Purchase of such Fraction as a buyer.

6 TRANSACTION OF FRACTIONS

Transaction mechanics

6.1 The owner of Fractions of a specific Track, may offer one or more of such Fractions for sale by placing a sell-order. The buyer may place a buy-order for Fractions regarding a specific Track. More information on what types of sell- and buy-orders are available, please see our website.

6.2 Any placed buy-order or sell-order is considered to be an instruction of User to Sonomo for using our Services to conclude the specified Purchases (an "Order").

6.3 Upon sending an Order, your Account will be immediately updated to reflect the open Orders, and your Orders will be included in Sonomo's order book regarding the Track to match other users' Orders. If one of your Orders fully or partially matches another user's Order, Sonomo will execute an exchange (a "Purchase"). Once the Purchase is executed, your account will be updated to reflect that the order has been fully executed and closed, or the Order has been partially executed. The Order will remain uncompleted until it is fully executed or cancelled under clause 6.4 below. To conclude a Purchase, you authorize Sonomo to temporarily control the funds available in your Account.

6.4 For Orders initiated through our Marketplace, you may only cancel them before they have been matched with other Users' Orders. Once your Order has been matched with another user's Order of which you receive a notification, you may not change, revoke or cancel Sonomo's authorization to complete the Order and/or Purchase. For any partially matched Order, you may cancel the unmatched part of the Order unless such portion has been matched. We reserve the right to reject any cancellation request related to the Order you have submitted. If your account does not have sufficient funds to execute an Order, we may cancel the entire Order, or execute part of the Order with the funds available in your account (in each case, any Purchase related fees payable to Sonomo are deducted as stated in paragraph (c) below).

Legal qualification of the exchange of a Fraction

6.5 The Purchase of a Fraction is legally qualified as a contract takeover (contractsoverneming) which is fulfilled when the sales price set by the owner of the Fraction is paid by the buyer.

6.6 The 'contract' which is taken over consists of the applicable Fraction Terms. In addition to the Fraction Terms, these Terms always apply to the relationship between the owner of a Fraction and the relevant Rightsholder.

6.7 As a result of a successful contract takeover, the buyer of the Fraction will fully replace the seller as the Rightsholder’s counterparty. All rights against and obligations towards the Rightsholder will be transferred from such seller to the buyer.

6.8 Each time prior to the placement of an Order in accordance with these Terms you will be requested to confirm such placement within our Platform. By submitting this confirmation, you agree in advance that:

6.8.1 Purchases may be executed in accordance with these Terms;

6.8.2 as a seller, upon each executed Purchase pursuant to the Order, all rights against and obligations towards the relevant Rightsholder are transferred from the seller to the buyer in respect of the Fraction that is exchanged;

6.8.3 as a buyer, upon each executed Purchase pursuant to the Order, you fully replace the relevant seller as the Rightsholder's counterparty and you are bound by all rights against and obligations towards the Rightsholder in respect of the Fraction that is exchanged;

6.8.4 for each executed Purchase, the respective contract takeover will be (i) automatically recorded in accordance with the above in an individual "Fraction Certificate" with your aforementioned submitted confirmation serving as a signature (within the meaning of Section 156 Dutch Code of Civil Procedure) of any and all Fraction Certificates resulting from your Order; and (ii) notified to the relevant Rightsholder on your behalf.

6.8.5 you hereby confirm to us that once an individual Fraction changes hands under an Order, Rightsholder instructs Sonomo to pay to the buyer (new owner) all parts of the Claim to which the Fraction relates – also see clause 9 – without applying pro rata schemes according to ownership of Fractions during a certain term.

7 DISPUTE RESOLUTION

7.1 If Users have a dispute, e.g. Investors and Rightsholders, Users must resolve these disputes themselves, in good faith consultations. If Users cannot jointly resolve the matter, then Sonomo may, entirely without obligation, act as an intermediary. Users indemnify Sonomo from and against claims for compensation of damages by virtue of such decision.

7.2 Investors (buyers and sellers) and Rightsholders are obliged to execute the Fraction Terms in accordance with applicable legislation and regulations and these Terms.

8 PAYMENTS BY BUYERS WHEN ACQUIRING FRACTIONS

8.1 Sonomo sets up the Platform as such that User can make the payment related to a Purchase (the Payment).

9 PAY-OUT OF DIGITAL STREAMING REVENUE

9.1 For each Track, the date on which payment of the [Claim] is due to be processed is provided on the [name of webpage that includes this information] (the "Payment Date").

9.2 Pursuant to the Rightsholder's instruction, the Claim is paid out by Sonomo in accordance with the property distribution of Fractions at time of the Payment Date.

9.3 If for any reason the pay-out of a Claim is not fulfilled on the Payment Date, the page will be immediately updated to reflect such late payment.

9.4 Payment restrictions might prevent us from paying revenue to entities established or persons in certain countries. On our website (https://www.sonomo.com/frequently-asked-questions-faqs) we will list the countries to which we cannot process payments. If you are a formal resident of or your entity is established in such a country, please do not make use of our Services.

10 AVAILABILITY OF THE PLATFORM AND WARRANTY DISCLAIMER

10.1 Sonomo will use reasonable efforts to make the Platform available at all times. Sonomo does not accept any responsibility whatsoever for unavailability of the Platform, or any difficulty or inability to download or access content, or any other communication system failure which may result in the Platform being unavailable.

10.2 Sonomo is not responsible for any support or maintenance regarding the Platform. Sonomo may – at its own discretion – update, modify, or adapt the Platform and its functionalities from time to time to enhance the user experience. This may result in any downtime for which Sonomo is not responsible.

10.3 To the maximum extent permitted by applicable law, Sonomo hereby disclaims all implied warranties regarding the availability of the Platform. The Platform is provided "as is" and "as available" without warranty of any kind.

10.4 Sonomo has no control over the (mis)conduct of, or any (mis)information provided by a Rightsholder and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. We do not guarantee that a Fraction will obtain you a certain amount of revenue or any revenue at all. We do not endorse any Fraction or Claim, and we make no guarantee, express or implied, that any information provided through the Platform is accurate. User must make the final determination as to the value and appropriateness of acquiring a Fraction.

11 LIABILITY

11.1 User is fully responsible and liable for use of the Platform.

11.2 User will fully indemnify Sonomo for any damages or costs of whatsoever nature arising from the non-fulfilment of one or more obligations under these Terms.

11.3 In its activities under these Terms, User is obliged to fully comply with all the applicable legislation and regulations and indemnifies Sonomo for any damages or costs of whatsoever nature in that connection.

11.4 User is solely responsible for the technical operation and maintenance of its internet connection, internal network, and all other systems that are relevant or necessary for undisturbed use of the Platform.

11.5 Unless there is wilful misconduct or gross negligence on the part of Sonomo, Sonomo is not liable in any way for User's (direct or indirect) damages or costs of whatsoever nature in connection with use of the Platform, the Account or the information shared on the Platform, such as, but not limited to, damages and costs due to the lack of a proper functioning of the Platform, technical faults and unlawful information on the Platform. Sonomo cannot be and is not responsible for compliance of User’s obligations.

11.6 Nothing in these Terms shall exclude or limit Sonomo’s liability when it cannot be excluded or limited under applicable law, such as in the case of intent or gross fault by Sonomo. If Sonomo (nevertheless) is liable towards User, this will be limited to 10% of the payments made to/due to Sonomo by User during the calendar year in which the liability causing event took place.

12 INTELLECTUAL PROPERTY

12.1 Sonomo is the exclusive owner of all current and future, worldwide, intellectual property rights, such as, but not limited to patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, domain names, know-how, URL’s and web addresses, ownership rights and processes, databases, data collections and any rights therein in relation to the Services and the Platform (and the underlying source and object code and the accompanying technical documentation) (the Intellectual Property Rights).

12.2 User obtains a non-exclusive, non-transferable, non-sublicensable and revocable license intended for fair use of the Services (and the Platform) in accordance with these Terms. If User no longer complies with its obligations, Sonomo can withdraw this licence with no notice of default being required.

12.3 For clarity sake: a Purchase does not constitute any transfer of ownership with regard to the musical recording(s) it relates to, nor does the license referred to in clause 12.2 concern any use of (intellectual property vested in) such musical recordings.

13 PRIVACY

13.1 Several types of data will be processed when you use our Services. Insofar as personal data are concerned, Sonomo will only process these data as laid down in the Privacy Policy (https://www.sonomo.com/privacy-policy).

13.2 The Platform also records non-personal data. Sonomo may use these data to monitor the Platform, for analysis purposes and to improve the Services.

14 THIRD PARTY SITES AND SERVICES

The Platform or Website may contain content that links to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Platform or Website. As a User, you access third party websites at your own risk. These other websites are not under Sonomo’s control, and you acknowledge that Sonomo is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Sonomo or any association with its operators. You further acknowledge and agree that Sonomo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third party website or resource.

15 MISCELLANEOUS

15.1 No omission or delay on the part Sonomo in exercising any right, power or remedy under these Terms, shall prejudice or impair such right, power or remedy or be construed as a waiver thereof. Any single or partial exercise of such right, power or remedy shall not preclude any other or future exercise thereof or the exercise of any other right, power or remedy.

15.2 Sonomo reserves the right to modify or replace these Terms at any time if Sonomo finds this reasonably necessary and useful. When we change these Terms in a significant way, we will notify our User via mail.

15.3 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the maximum extent necessary so that the rest of these Terms will remain in full force and effect and stay enforceable. Any such unenforceable or invalid provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable, and which interpretation shall be as close as possible to the intent of the invalid provision.

15.4 User cannot transfer its rights and obligations under these Terms to third parties. Sonomo can assign and/or transfer all rights and obligations under these Terms to a third party, without consent from User being required.

15.5 All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

16 APPLICABLE LAW AND COMPETENT COURT

16.1 These Terms shall be governed by and construed in accordance with the laws of the Netherlands.

16.2 Unless mandatory law compels differently, all disputes resulting from or arising in connection with these Terms shall be exclusively submitted to the competent court of Amsterdam, the Netherlands, unless the dispute can be settled in an amicable fashion.

17 QUERIES, REMARKS AND SUGGESTIONS

17.1 Sonomo wants to offer its Users an optimum service. For any queries, remarks or suggestions, please contact Sonomo using the contact details below. Sonomo will endeavor to respond to messages within five (5) working days.

Encore Capital B.V.

Fred. Roeskestraat 115

1076 EE Amsterdam

Email address: support@sonomo.com

Website: https://www.sonomo.com

Chamber of Commerce no.: 81884621