Limited liability company "MUSICDEX" (hereinafter "Company", "MusicDex", "Platform"), registered in Ukraine at the address: Legal address: 01104, Ukraine, Kyiv city, Bolsunovska street, building 13-15, identification code : 45327185, publishes the Agreement on terms and conditions of use ("Agreement", "Terms of Use"), which defines the procedure for using the musicdex.co site (hereinafter "Site", "Website")

Any usage of this website, including registration on the website and downloading of materials, is subject to this Agreement.

Before using this Site, please read these terms and conditions and the privacy policy carefully. If you do not agree with or do not wish to accept these Terms of Use or the Privacy Policy, please refrain from using the Platform. By using the Site or accepting these Terms of Use and Privacy Policy, you agree to be bound by these terms and you represent that you meet all of the requirements set forth below.

Any new features or tools that are added to the Site are also subject to the Terms of Use. You can review the latest version of the Terms of Use at any time on this page. We reserve the right to update, modify or replace any part of these Terms by posting updates and/or changes on our Platform. It is your responsibility to periodically check this page for changes. Your continued use of or access to the Platform after any changes are posted constitutes acceptance of those changes.

We will notify you of any planned changes to the Services you use. The amended Terms of Use will be effective upon posting. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

MusicDex is engaged in the business of producing or arranging for the production of audio recordings of musical performances, as well as creating, distributing and selling such recordings directly or through third parties. On its website, the Company offers a service that enables music fans ("Investors") to contribute to the financing of the production of video and audio recordings, as well as the promotion and marketing of recordings, by enabling fans to purchase a share of the rights to participate in the net revenues (participation rights) from songs and/or recordings. Investors can (i) lock in their shares ("Music Shares") in the form of smart contracts on the blockchain to be able to trade them in the future, and (ii) purchase unreleased recordings as collectibles ("Music Collections").

On the MusicDex platform, artists and investors have the opportunity to co-finance the production and marketing of new musical works by making financial contributions ("Investments"). These Investments are used to create or license and market musical works featured on the MusicDex platform. As compensation for their investment, investors receive a share of the revenue generated by the commercial use of a recording of a musical work or a share of the revenue generated by the use of a particular musical work during the term of 5 years. The investor's music shares will be secured in the form of smart contracts on the blockchain. All music shares that are not sold within three months from the date of the launch of Token will remain with MusicDex, which reserves the right to use the corresponding future proceeds to cover expenses such as overhead, smart contract creation, payment transactions, or infrastructure maintenance.

By investing in a work, the User receives a virtual asset presented on the Website that is inextricably linked to the object of the work and which embodies the rights to receive a share of the Listening Royalties in accordance with Article 427 of the Civil Code of Ukraine (hereinafter referred to as the "Token"). The Token does not represent the intellectual property rights to the lyrics and music, these are rights that are reserved by the authors of the lyrics and composers and are not transferable. Under Ukrainian law, they are not tradable, as they are inextricably linked to copyright and are inseparable from the person of the author or composer. By investing on the Platform in a Token for the material rights of songwriters, the User is entitled to participate in their income, according to the number of purchased Tokens, during the term of the token's holding but not longer than 5 years from the date of purchase. All tokens issued on the platform shall be sold within a period of 9 months from the date of their allocation. During the aforementioned sale period, the price of the token may be increased in accordance with the growing popularity of the associated music piece. Any adjustments to the token price during this period shall be made transparently and in accordance with the Platform's pricing policies.

The first Users of the MusicDex platform are given the opportunity to receive virtual assets from limited editions as collectible items (hereinafter referred to as "NFTs"). These items are considered collectibles only, and users who receive them have no rights to participate in revenues from commercial use, but may sell them in the future.

MusicDex allows music fans to invest in the music rights to already existing and well-known recordings and/or songs, receiving in return a share of royalties from the commercial use of these recordings and/or songs. In these cases, the investment is used, among other things, for new promotion and marketing of existing recordings and/or songs.

MusicDex provides the following services for its artists and investors:

• Curating and creating musical performances and songs;
• Licensing of master rights and song rights (copyright and/or publication rights);
• Worldwide distribution of music products created or licensed by MusicDex, in particular, in relevant streaming and download stores;
• Promotion and marketing of music products and/or musical works created or licensed by MusicDex;
• Collection of revenues from the commercial exploitation of property rights and/or publishing rights and/or copyrights to musical works offered as Opportunities on the Platform;
• Distribution of income between rights holders and investors for 5 years from the date of distribution;
• The functioning of the blockchain infrastructure on Starknet, which transparently protects copyright and publishing rights in the form of music shares, and enables the trading of music shares on the Platform's market in the future;
• Creating innovative music collectibles that can be sold on the Platform in the future.

MusicDex owns or licenses all intellectual property rights in and to the Services, including all source code, databases, functionality, software, website design, audio, video, text, photographs in the Services (collectively, the "Content"), and the trademarks, service marks and logos contained therein (the "Marks").

If you want to use the Services, Content or Marks in any way other than as described in this section or in the other Legal Terms, please send a request to: musicdex.inc@gmail.com. If we ever give you permission to publish, reproduce or publicly display any portion of our Services or Content, you must identify us as the owner or licensor of the Services, Content or Marks and ensure that any copyright or proprietary notice is displayed or visible when you publish, reproduce or display our Content. We reserve all rights not expressly granted to you in the Services, Content and Marks. Any infringement of these Intellectual Property Rights will be a material breach of our Terms of Use and your right to use our Services will terminate immediately.

By sending us any question, comment, suggestion, idea, feedback or other information about the Services ("Submission"), you agree to assign to us all intellectual property rights in such Submission. You agree that we will own the Submission and will be free to use and distribute it in perpetuity for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You are solely responsible for your Submissions and expressly agree to indemnify us for any damages we may suffer due to your violation of (a) this section, (b) the intellectual property rights of any third party, or (c) applicable law.

Before using the Platform, you may be required to register, read and accept these Terms. You must provide a username, accurate contact information, including a valid email address and update such information in the future to keep it accurate. You are responsible for updating your contact information in your account. Failure to do so may result in you not receiving important account-related notices and information from us, including changes we make to these Terms. We identify our Users and communicate with them using their registered email addresses. The User is obliged to maintain an active and unique email account, provide us with a correct email address and notify the Company of any changes to their email address. Each User is solely responsible for maintaining the security of their registered email address to prevent the use of their registered email address by any third party. The Platform shall not be liable for any loss or damage deemed or alleged to have arisen as a result of communication between the Platform and the User using the registered email address. The account registration will be completed after you confirm your account by clicking on the link you will receive by e-mail.

You must keep your password for the Platform confidential. Provided that the requested account information has been provided correctly, we are entitled to assume that transactions on the Platform have been made by you. You are responsible for protecting your password and any failure to do so is at your own risk and expense. If you believe that any of your account information has been unlawfully used by a third party or your account has been compromised, you must notify us immediately. We will immediately suspend your account as soon as we become aware of such an occurrence. In the meantime, you are responsible for all activity on your Account, including access by third parties, whether or not you have authorized them to access it.

Creating an account is free of charge. You can terminate your account at any time by sending an email to musicdex.inc@gmail.com or, if you have not acquired rights to the Platform after creating an account, delete your account using the function provided in your profile on the Platform.

By creating an account, you agree to these Terms and Conditions and the Data Privacy Policy. By making an investment, you also agree that if you provide any information that is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any current or future use of the Services (or any part thereof).

By registering an account, you agree to the following Terms of Use:

• You may not change or modify the Platform or any part thereof.
• You agree not to take any actions on the Platform that violate applicable law or the rights of third parties.
• You agree not to post any information that you believe to be false, misleading or inaccurate.
• You agree not to access the content on the Platform using technologies or tools other than those provided on the website itself.
• You agree not to use the Platform or its features for any commercial purposes other than those offered on it without MusicDex's prior written permission, in particular not to (a) sell access to the website and (b) sell advertising, sponsorship or promotions, especially within the uploaded, published or linked content;
• You agree not to circumvent, deactivate, or otherwise disrupt any security-related features of the website or features that prevent or restrict the use or copying of content.
• You agree not to use any automated systems, such as bots, spiders or offline readers, to access the Platform, especially in a manner that sends more requests to our servers in a given period than a human could reasonably generate using a normal web browser in the same period.
• You agree not to collect any personal data from the Platform, including usernames, and not to use the communication systems provided through the website (e.g., comments, e-mail) for purposes other than those provided on the Platform, in particular, for commercial and advertising purposes.
• You agree not to use or pay for any third-party platforms, use or program bots or any similar software to artificially increase streams/downloads of releases or the value of any MusicDex products, as this is not only contrary to our vision and our values, but especially because it is illegal and destructive to artists' careers.
• You agree to comply with these Terms of Use and all applicable laws in your use of the Platform and your account, and you agree to indemnify MusicDex and its partners for all damages resulting from any breach of these Terms of Use.

Users are strictly prohibited from copying and/or redirecting the concept, technology, or any other elements of the Site for their own purposes or the purposes of third parties. It is also strictly prohibited:

• any behavior that may interrupt, suspend, slow down, or impede the uninterrupted operation of the Services;
• all intrusions or attempted intrusions into MusicDex systems;
• any misappropriation of the Website's system resources;
• all actions that may cause a disproportionate burden on the latter's infrastructure;
• all violations of security and authentication measures;
• all actions that may violate the financial, commercial or moral rights and interests of the Company or users of its website, and, finally, in a more general way;
• any violation of these terms and conditions.

It is strictly forbidden to monetize, sell or provide full or partial access to the Services or the site, as well as to the information posted or distributed there.

MusicDex is not a financial services provider, wallet, exchange, broker, financial institution, money services company or lender. Any transactions on the website related to the purchase of Tokens are conducted through the most modern digital payment services (such as Way for Pay, Apple Pay, Google Pay, cryptocurrencies, etc.). By using a payment service, you accept the terms and conditions of use of the respective payment service. The User acknowledges that MusicDex has no control over the song tokens stored in the User's wallet and is not responsible for their management after the sale.

We reserve the right to decline any transaction placed through the Services. We may, in our sole discretion, limit or cancel the number of items purchased per person, per household or per order. These restrictions may include orders placed through or from the same User account, the same payment method, and/or orders using the same wallet address. We reserve the right to restrict or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

MusicDex offers music fans the opportunity to help fund musical works through the Platform. Investments are used to complete or license and market musical works presented on the Platform. All information about the musical work (artist biography, song information, successes, release date, etc.) is presented on the Website in a separate section.

Users can purchase different levels of royalty rights from a musical work, which are embodied in a Token, in accordance with the offers and conditions specified on the MusicDex website. By purchasing Tokens, which are immutable and 100% traceable in the blockchain, music virtual assets protected by smart contracts, the User agrees to these Terms of Use, the terms of the Public Offer and the Company's Privacy Policy. After purchasing and paying for the selected offer, the User will receive a completed participation agreement, a certificate of participation including the Investment and the share, as well as an invoice to the email address specified in their account. MusicDex collects revenues from basic and publishing rights and distributes them to all rights holders during the period of 5 years from the date of token purchase. The right to receive a share of the profits from listening to a musical composition shall cease at the moment of sale and transfer of the Token, or in the event that the 5-year period has expired. The amount of royalty rights received from a musical composition is directly proportional to the number of Tokens held by the User. Only tested and selected projects by MusicDex are offered as opportunities on the Platform.

In order to receive a Token representing your rights to revenues for listening to a musical work, you must activate your own crypto wallet. Your wallet will be generated with your consent on the MusicDex Platform in an automated mode. To activate your wallet, you will need to confirm the email link that will be sent to the email address of your choice. Activating and using your wallet is free of charge. You need your wallet to protect the crypto assets you own. Each royalty payment is indicated in the User activity interface on the Website. The displayed amount corresponds to the proportional share of income to which the User is entitled after deduction of the MusicDex commission.

The User agrees that in the future the Platform will provide a marketplace presented on the Website that allows Token holders to create buy orders to purchase other Tokens from other Users, as well as sell orders (subject to owning the relevant tokens in their Wallet) to sell a portion or all of their tokens to other Users. The Marketplace Platform has no authority and is not responsible for any actions of Users, and cannot guarantee that Users will redeem the tokens offered for sale through a sell order. The Website only facilitates transactions between Users' wallets. In order to execute a buy or sell order, the User must perform all necessary actions to accept the order in accordance with the terms of this Agreement.

As an artist who wants to offer MusicDex as an opportunity, you need to submit your song and provide all the necessary information via this email: musicdex.inc@gmail.com.

The MusicDex team will contact you promptly to inform you of the next steps. You will be invited to sign an Artist Agreement with MusicDex and grant all necessary rights to publish your music project on the Platform. You will also be required to enter into all related agreements that will allow you to use and sell the rights to your music project worldwide. In addition, you will be asked to submit audio files, photos and additional information.

According to the Terms of Use, you grant the Platform the right to publish your content (music, images, information, links) on the Platform and guarantee that you own all necessary rights to the transferred content. In the event that the material you have provided to the Company becomes the subject of a third party complaint due to copyright infringement or if MusicDex suspects that copyright infringement may have occurred, we will contact you to resolve these issues. In any case, MusicDex reserves the right to immediately remove the relevant material from the Platform. Minor or incapacitated artists must obtain written consent from their legal representative to post content on the Platform.

MusicDex assumes responsibility for:

• The funds raised on the platform are used exclusively for the respective project, for example, to cover part of the costs of music production and marketing.
• MusicDex guarantees the fulfillment and observance of agreements with artists, producers, partner labels, licensors, and investors.
• Music products are distributed in all relevant stores for streaming and downloading, in accordance with standard industry practices.
• MusicDex advertises and promotes music production in accordance with standard industry practices.
• MusicDex distributes and pays the respective shares of revenues from the commercial use of musical works to all rights holders, and provides relevant reports and invoices.

In no event shall MusicDex, its management, employees, partners, suppliers or content providers be liable to you for direct, indirect or consequential damages resulting from errors, omissions or inaccuracies in the content of the Platform or these Terms of Use, for damages resulting from access to or use of the Platform, for unauthorized access to the servers used by us and/or any personal data stored on them, for interruption of access to the servers used by us or deletion of all personal data stored on them, for interruption or termination of data transmission to or from the Platform, for errors, viruses, Trojans, etc. transmitted by third parties to or through the website and/or for errors or omissions in the content, as well as for losses or damages of any kind arising from your use of the content published on the website or otherwise provided. This does not apply to liability for damage to life, health or bodily injury caused by our negligent breach of duty or the intentional or negligent breach of duty of any of our representatives or agents, nor to liability for other damage caused by gross or negligent breach of duty by us or by the intentional or gross breach of duty by any of our representatives or agents, nor to other damage caused by representatives or agents.

We allow third parties and advertisers to display their advertisements and other information in certain areas of the Services, such as sidebars or banner ads. MusicDex provides the space for such advertisements and has no other legal relationship with the advertisers.

We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these terms, including, without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, or cancel (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice or liability, remove from the Platform or otherwise disable all files and content that are excessive in size or in any way burdensome to our systems; and (5) otherwise operate the Services in a manner that protects our rights and property and promotes the proper functioning of the Services.

We care about data privacy and security. Please review our privacy policy at: https://musicdex.co/documents/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy. Please note that MusicDex services are provided from Ukraine. If you are accessing the Services from any other region of the world where laws or other requirements governing the collection, use or disclosure of personal data differ from the applicable laws of Ukraine, then by continuing to use the Services, you expressly consent to the transfer and processing of your data in the Ukrainian jurisdiction. The Company may be obliged to disclose your personal information to law enforcement agencies, data protection authorities, financial regulators, financial service providers, government agencies and officials, and other authorized persons as set forth in the Privacy Policy. If the Company suspects you of violating the Anti-Money Laundering Policy, we will report such behavior and disclose relevant personal information to the appropriate authorities in accordance with Regulatory Law.

The Company will store certain data that you transmit through the Platform in order to ensure the efficiency of its operation, as well as data related to your use of the Services. Although we back up data on a regular basis, you are solely responsible for all data that you transmit or that relates to any activity that you conduct through the Services. You agree that we shall not be liable to you for any loss or corruption of such data, and you hereby waive any right of action against us in connection with any such loss or corruption of such data.

These Terms will remain in effect until terminated by either you or the Company. The Company may terminate these Terms at any time at its sole discretion without giving any reason for such termination. If any issues are not regulated by these Terms, they shall be governed by the laws of Ukraine.

If you wish to stop receiving the Services, you may do so by (a) notifying us at any time; and (b) terminating your account; provided, however, that notwithstanding any such termination and for the avoidance of doubt, these Terms will continue to apply to any Digital Assets you own and all of your User Content. These Legal Terms remain in effect for as long as you use the Services.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING BUT NOT LIMITED TO BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT INCLUDED IN THESE LEGAL TERMS OR ANY LAW OR REGULATION. WE HAVE THE RIGHT TO TERMINATE YOUR USE OF OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION YOU HAVE POSTED AT ANY TIME, WITHOUT NOTICE, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a false or borrowed name, or the name of any third party, even if you are acting on behalf of a third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including, without limitation, civil, criminal and injunctive relief.

These Terms are a legally binding agreement and, together with its other integral parts, constitute the entire agreement between you and the Company. In case the Website is available in several languages, the Ukrainian version of the Terms shall prevail. All provisions of these Terms that apply to the Website shall apply to other means of providing the Services.

We reserve the right to change, modify or remove the content of the Services at any time and for any reason in our sole discretion without notice. However, we are under no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Services.

Your access to and use of the Platform may be interrupted from time to time for any reason, including, without limitation, force majeure or unforeseeable and unavoidable behavior on the part of a third party, equipment failure, periodic updates, maintenance, introduction of new tools and services, repair of the Platform or other actions that MusicDex may take in its sole discretion. Due to the nature of the Internet and telecommunication networks, MusicDex cannot guarantee the constant availability of the Platform.

These Terms of Use shall be governed by and construed in accordance with the laws of Ukraine.If the dispute cannot be resolved through negotiations, MusicDex and the User agree that the courts of Ukraine will have exclusive jurisdiction to resolve any disputes that may arise out of or in connection with these Terms, including any questions regarding their existence, validity or termination.Any such issues must be submitted and finally resolved by the judicial authorities of Ukraine. The seat or legal place of the court is Ukraine. The language of the proceedings is Ukrainian.

You agree that use of the Services is at your own risk. We disclaim all warranties with respect to the services and their use, including express or implied warranties of merchantability and fitness for a particular purpose. We are not responsible for errors, property damage, unauthorized access to data, or any loss that may occur as a result of using the services. We also do not warrant or assume responsibility for any products or services advertised through our services or for any actions of third parties. The platform is committed to maintaining the integrity and legality of its services and reserves the right to take appropriate action against users who violate this clause.

You agree to indemnify, defend and hold us, our subsidiaries, affiliates and all related officers, agents, partners and employees, harmless from any loss, damage, liability, claim or demand, including reasonable attorneys' fees, made by any third party due to: (1) your use of the services; (2) your breach of these terms; (3) any breach of your representations and warranties in these terms; (4) your violation of a third party's rights, including but not limited to intellectual property rights; or (5) any harmful action against another user of the services with whom you interact through the services.

These Terms of Use and any rules published by us on the Platform or in relation to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not constitute a waiver of such right or provision. These Legal Terms are enforceable to the fullest extent permitted by law. We may transfer any or all of our rights and obligations to others at any time. We will not be liable for any loss, damage, delay or omission caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is found to be illegal, invalid or unenforceable, that provision or part of a provision shall be deemed severable from these Legal Terms and shall not affect the validity and enforceability of any other provisions. No joint venture, partnership, employment, or agency relationship shall arise between you and us under the terms of this Agreement or your use of the Services.

To resolve a complaint about the Services or for more information about using the Services, please contact us : musicdex.inc@gmail.com.