GENERAL TERMS AND CONDITIONS – NV AuroMasters

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1. General

1.1. AuroMasters NV is a public limited company under Belgian law, with its registered office at 2400 Mol, Kievitstraat 42, registered in the Belgian Crossroads Bank for Enterprises under number 1005.197.142 ("Company" or "AuroMasters").

1.2. The Company provides an audio-on-demand service and, more specifically, an audio streaming service (where users must purchase Credits which then grant temporary rights to listen to music) to natural persons via an application and website in order to listen to music in high sound resolution via “Immersive Music”, under the name “AuroMasters” (“Platform”, “Service” or “AuroMasters”). For further information about Credits, see Article 4.

1.3. In addition to the definitions in the text of these general terms and conditions, the following definitions also apply:

"Album: a collection of two or more Tracks published and delivered by AuroMasters as a single package. An Album can be listened to in "Album" mode (a sequential playback of all recorded Tracks) or via individual Tracks.

“Artist”: an individual artist, group of artists, composer, producer or any other person or entity listed as the creator or performer of an Album or Track, as recorded in the metadata register of AuroMasters.

"Individual Track" or "Track": a single audio file or a single recording, which can be listened to separately or as part of an Album. Each Track is identified by AuroMasters by its title, duration and a unique identification code from AuroMasters.

“Immersive Music”: a 3D music format or experience designed to envelop the listener in a three-dimensional sound field, making the sound appear to come from all sides and above the listener. This is achieved by adding the missing dimension of "height" to the reproduction of sound in the so-called Surround Sound formats, which are positioned as a two-dimensional horizontal plane around the listener. This total envelopment creates a sense of depth, space and realism, making the experience much more intense. This reproduction can also be experienced 'virtually' on soundbars and any headphones using  binaural reproduction technology. More information about the necessary sound systems and/or end devices is available at www.auromasters.com/supported-devices.

"Rights holder": any person or entity – such as an Artist, record label or collective management company – who owns, manages or controls a specific right to an Album or Track, including master rights and mechanical rights.

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2. Applicability of the general terms and conditions

2.1. These general terms and conditions apply to (i) all offers, communications, legal relationships, deliveries of services/products by and from the Company in relation to the Platform (and the Albums/Tracks), (ii) any use of the Platform (or the Albums/Tracks) by its users (including the creation of an Account, see further sub-article 4) and (iii) all agreements concluded by the Company with users of the Platform ("User" and "Agreement").

2.2. The User declares that they have been sufficiently informed about the content of these general terms and conditions and the characteristics of the Platform. The User confirms that they have received and accepted these general terms and conditions. The most recent version of the general terms and conditions can be found at www.auromasters.com/terms-of-service.

2.3. Deviations from these general terms and conditions can only be agreed in writing between the Company and a User.

2.4. If any provision of these general terms and conditions is declared null and void or unenforceable, it will be replaced by a legally valid clause that complies with the applicable (consumer) legislation and the original intention of the Company and/or is as close as possible to it. The other provisions of these general terms and conditions will remain in full force in such a case.

2.5. The Company may supplement and/or amend these general terms and conditions (in whole or in part) at any time. The updated version will be published on www.auromasters.com/terms-of-service  . Only in the event of substantial changes will the User be notified of this in advance as soon as possible by email. Changes are in principle applicable immediately after their publication, unless otherwise communicated by the Company.

2.6. In the relationship between the User and the Company, the rules of use and rules regarding the charging of Credits (together: "Rules of Use") shall apply with regard to the use of the Platform, the Credits (see further sub-article 4) and the listening to Albums and Tracks via the Platform. These Terms of Use supplement these general terms and conditions and must be complied with at all times when the User uses the Platform; they can be found at www.auromasters.com/terms-of-usage. The User acknowledges that these Terms of Use may be amended at any time by the Company, including as a result of restrictions on rights of use imposed by Rights Holders. The Company will inform the User in good time of any substantial changes by email. Changes are in principle immediately applicable, unless otherwise communicated by the Company; changes will only apply to Credits purchased after the publication date of the amended Terms of Use.

2.7. In the event of conflicting applicable legal provisions of mandatory law or public order in the country (or region) of the User's place of residence, these shall prevail over these general terms and conditions in the relationship between the Company and the User.

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3. Description of the Platform

3.1. The Platform is a paid audio streaming service for Immersive Music and offers Users the possibility to listen to Albums and Tracks from various Rights Holders once (per Credit), both online and offline, in principle worldwide, exclusively in accordance with these general terms and conditions and the Terms of Use, after creating an Account and purchasing Credits.

The Platform is available via the AuroMasters application, which is available free of charge via Google Play and the Apple Store on the one hand, and the website www.auromasters.com on the other.

The Albums and Tracks can be listened to as Immersive Music as intended by the creators on the required Auro-3D sound system as well as binaurally on any headphones. If the User does not have an Auro-3D system but only a Surround, Stereo or Mono system, AuroMasters will  create a downmix so that no information from the original mix is lost.

The User may stream provided there is an internet connection with the necessary bandwidth. The User may also temporarily download Albums or Tracks, which also allows offline listening using offline Credits.

The User is solely responsible for and will bear all costs relating to the required sound system and end devices and an internet connection with the necessary bandwidth. The Company is in no way responsible for the User's compliance with any technical or other requirements or restrictions associated with the sound system or end devices or internet connection used. Additional conditions or restrictions imposed by manufacturers of sound systems, end devices or telecommunications network providers must be complied with by the User, and the Company cannot guarantee the compatibility of the Platform with these sound systems, end devices or telecommunications networks.

3.2. Users may only use the Platform in their capacity as consumers, solely for private and therefore non-commercial purposes.

3.3. The range of Albums and Tracks on the Platform can be consulted at any time via the Platform but may vary over time and may also differ locally, by country (or region). The range of Albums and Tracks on the Platform may therefore be changed by the Company at any time, taking into account, among other things, agreements with Rights Holders (e.g. regarding licence periods or territories) and/or complaints from or problems with Rights Holders or other third parties. Furthermore, the Company reserves the right to change the specifications of the Platform itself at any time.

3.4. The Company's commitments are purely commitments of means and will be carried out and fulfilled to the best of its ability and in complete independence in accordance with the applicable and relevant legislation, the agreements with the Rights Holders and the rules of good practice.

3.5. The Company is in no way responsible for the consequences of any changes in the agreements with, among others, the Rights Holders (as a result of which, for example, certain Albums or Tracks may no longer be available on the Platform) or in the relevant legislation. To the extent possible, the Company will take all reasonable steps to inform the User in advance.

3.6. The Company reserves the right to collaborate with subcontractors, appointees or other parties for the performance of its services.

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4. Registration and Account – Credits – Listening to Albums and Tracks via the Platform

4.1. A User will only have access to the Platform and be able to purchase Credits after registering on the Platform and creating (and, if necessary, changing) an account on the Platform ("Account").

4.2. During the registration process, each User will be required to provide their date of birth and username (or, failing that, an Account can be created via Apple, Facebook or Google), on the basis of which the Company will create a specific user ID. The User will also be required to choose a unique password at , which must be treated as strictly confidential by the User.

The User guarantees that the information provided is correct and up to date and will update the information provided in the event of any changes. The User is solely responsible for keeping the password confidential and for its use, except in the event of intentional or gross negligence on the part of the Company.

In the event of loss, theft or misuse of data or password, the User must immediately inform the Company and replace them.

Passwords and Accounts may not be shared with third parties, and each User is solely responsible for actions taken with their respective Account.

4.3. Only one Account is possible per User email address. Multiple end devices are permitted per Account (the maximum number of end devices per Account may be changed at any time by the Rights Holders, among others). Only natural persons aged 18 or older may register on the Platform and thus create an Account.

4.4. An Account will allow a User to, among other things, manage the data provided by the User, select payment methods and purchase Credits against payment. The Company reserves the right to store the selected payment method(s) for the purpose of any subsequent purchases of Credits on the Platform. In accordance with local legislation, the Company may automatically update such information if it is provided by, for example, financial institutions. Changes to, among other things, the Account and payment methods can only be made within a User's Account.

4.5. The User is deemed to have taken note of and agreed to these general terms and conditions when creating an Account.

4.6. An Agreement between the Company and the User is concluded at the moment the User accepts these general terms and conditions via the Platform, confirms the number of Credits (in a bundle) selected by him and pays the amount due. The price will be charged immediately via the payment method chosen by the User. For each agreement, the User will receive a confirmation (whether or not by invoice) by email.

4.7. The Platform does not operate on a subscription basis (e.g. monthly), but uses Credits, which are digital usage rights that Users pay for in advance, granting them temporary, one-time rights to listen to Albums and Tracks via the Platform ("Credits"). Credits are personal and linked to a User's Account. The number of available offline and online Credits can be found in the User's personal wallet.

Credits can be purchased via the website www.auromasters.com and the app. The price per Credit will be stated on the Platform in the currency relevant to the User and including VAT or other applicable taxes. In principle, 1 Credit will be charged for every 6 minutes of (uninterrupted) listening time. The remaining Credits per User are displayed at any time in the relevant User Account. Credits can only be used to listen to Albums or Tracks within the closed environment of the Platform. Purchasing Credits is the only way to listen to Albums or Tracks via the Platform. If there are insufficient Credits remaining, it will not be possible to start listening to an Album or Track. The User will be notified by the Platform if there are insufficient Credits to charge for and subsequently listen to an Album or Track.

4.8. The only exceptions to the aforementioned requirement of a sufficient number of Credits are (i) promotional campaigns by the Company or parties with whom it cooperates, or (ii) the ability to listen to a maximum of 29 (uninterrupted) seconds per Track free of charge (in accordance with the Terms of Use). The Company reserves the right to take action (whether or not in court) against Users who attempt to undermine, manipulate or abuse the aforementioned free listening in any way whatsoever.

4.9. In principle, each Album or Track will explicitly state the number of Credits required on the Platform, but the Company reserves the right to indicate and/or change the communication about the number of Credits required per Album or Track in general terms (i.e. not per individual Album or individual Track) on the Platform itself. This number of Credits required may therefore also be changed unilaterally by the Company over time (and until the conclusion of a specific agreement, at a specific time, between the Company and the User with regard to a specific Album or Track).

4.10. In principle, a consumer has a period of 14 days after the date of purchase to withdraw from a distance agreement without giving any reason and without incurring any costs other than those specified in, among other places, Article VI.51 of the Belgian Economic Law Code.

In order to benefit from the immediate delivery of Credits, the User must, at the time of purchase of these Credits, expressly agree that the Agreement shall take effect immediately and that its performance shall commence immediately, before the end of the 14-day withdrawal period.

Furthermore, the User expressly acknowledges and accepts that he cannot exercise his right of withdrawal with regard to purchased Credits that are charged (in accordance with the Rules of Use for downloading and streaming) before the end of the 14-day withdrawal period, in accordance with, among others, Articles VI.47 – VI.53 of the Economic Law Code.

If a User wishes to exercise his right of withdrawal, he must send an email to right-of-withdrawal@auromasters.com  or complete the form available at www.auromasters.com/right-of-withdrawal  before the end of the 14-day withdrawal period.

If a User withdraws from an Agreement in whole or in part, the User will receive a refund of the payment made up to that point, corresponding to the Credits withdrawn, within 14 days of the Company being informed of the User's decision to withdraw from the Agreement. The User will be refunded using the same payment method used for the original transaction.

After exercising the right of withdrawal, the corresponding Credits can no longer be used by the User.

4.11. Credits are in principle valid for an unlimited period of time (except in cases of force majeure or in the event of termination, for whatever reason, of (parts of) the Platform). However, as soon as a User has used one or more Credits to select a Track or Album, the User must proceed to listen to this Track or Album (further) within a licence period of maximum one month (in the case of a Track) or one year (in the case of an Album). The Terms of Use set out further rules regarding the start and end of the periods during which Users can listen to Tracks or Albums via the Platform.

4.12. Credits are not legal tender and are not exchangeable for cash or other currency, and cannot be transferred or used outside the Platform. The value of unused Credits will in principle not be refunded, without prejudice to any mandatory provisions of law or public policy regarding refunds.

Credits may not be exchanged, resold, transferred or otherwise made available to third parties.

Albums or Tracks may only be listened to once per Credit(s): the right to access the Albums and Tracks for listening ends after they have been listened to once (regardless of whether this is done in online or offline mode).

Simultaneous listening to an Album or Track on multiple end devices via a User's Account is not permitted.

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5. Payment and invoicing

5.1. Unless otherwise stated, all prices include VAT or other similar taxes.

Any (additional) costs, e.g. from third-party payment providers, will be indicated on the Platform and are borne by the Users.

5.2. Unless otherwise stated, the amounts due must be paid immediately using the payment methods specified on the Platform. After payment of the amount due, the User will receive confirmation of the purchase of the Credits by email (with or without an invoice).

5.3. If (parts of) the amounts owed by the User cannot be collected for any reason whatsoever, the Company reserves the right to suspend the User's use of the Platform and to recover any costs from the User in accordance with the applicable legal provisions.

5.4. The available payment methods may be changed by the Company at any time.

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6. Intellectual property rights

6.1. The Company and/or third parties, such as Rights Holders, with whom it has agreements, retain all ownership, rights and interests in and to the intellectual property rights (such as copyrights, neighbouring rights, trademarks, trade names, patents, databases, software, etc.) associated with the Platform (such as Albums, Tracks, software and technology), including the Albums and Tracks, including any AI functionalities, know-how and proprietary information.

The Company expressly reserves the right, without any refund or compensation, to temporarily suspend (parts of) the Platform (or Albums and Tracks), offer them in a modified form or terminate them in the event of complaints or problems with intellectual property rights.

6.2. When using the Platform and listening to the Albums or Tracks, the User is obliged at all times to comply with the applicable legal rules, including those relating to intellectual property.

6.3. For each Album or Track, after activating the necessary Credits, the User acquires solely a personal, non-exclusive, non-licensable, non-transferable, limited licence (and right of use) to listen to the Album or Track in question in private and exclusively for non-commercial and non- promotional purposes. Exploitation (including listening) of the Albums or Tracks in public or other public spaces is completely excluded and not permitted. This licence ends immediately at the end of the one-time listening session of the selected Album or Track.

6.4. Any fraudulent and/or unlawful use by a User of the Platform (or the Albums/Tracks) is strictly prohibited. The User is in no way entitled to reproduce (parts of) the Albums or Tracks or the Platform, store them in an automated file, communicate them to the public or distribute them in any form or by any means. Text and data mining of (parts of) the Albums or Tracks and/or the Platform is expressly prohibited.

Any form of reproduction, communication to the public and/or distribution of all or part of the Platform and/or (parts of) the Album(s) or Track(s), via any medium whatsoever, for purposes other than permitted use in accordance with these general terms and conditions, the Rules of Use and applicable law, is expressly prohibited and the Company expressly reserves the right to take the necessary civil and/or criminal action in the event of a violation by a User.

6.5. The Albums and Tracks contain (technical) security measures to protect the Albums and Tracks and to restrict their use to use permitted under these general terms and conditions and the Rules of Use.

Partly because of these (technical) security measures, the User may not, among other things:

6.5.1. Circumvent, crack or manipulate these (technical) security measures;

6.5.2. Copy, offer, distribute, sell, rent, license, transfer or make available to any third party (parts of) the Albums or Tracks and/or the Platform;

6.5.3. Modify, copy or otherwise reproduce (parts of) the Albums or Tracks and/or the Platform;

6.5.4. Reproducing (parts of) the Albums or Tracks and/or the Platform on a physical or other medium;

6.5.5. Decompile, copy, reproduce, scrape, dissect or otherwise edit the file of (parts of) the Albums or Tracks and/or the Platform;

6.5.6. Use software or any process to analyse or monitor the Platform;

6.5.7. Use (parts of) the Albums or Tracks or the Platform for text and data mining/data collection or extraction, or for the creation, training or development of artificial intelligence models or systems.

6.5.8. Use bots, spiders, scrapers and/or other means of any kind to gain access to (parts of) the Albums, Tracks or the Platform.

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7. Liability of the Company – Availability of the Platform

7.1. The provisions of Article 7 do not affect any applicable statutory provisions of mandatory law or public order that would apply to or in relation to a User.

In countries or regions where limitations of liability as set out in Article 7 of these general terms and conditions are not permitted, the statutory liability rules of the country or region of the User's place of residence shall apply in the relationship between the Company and a specific User.

7.2. The statutory warranty rules for digital services and digital content apply to the Platform and the Albums/Tracks that form part of it.

7.3. The Company can only be held liable in the event of proven (i) fraud, intent or serious contractual error on the part of the Company, (ii) an error on the part of the Company that affects the life or physical integrity of persons, including a User, or (iii) the Company's failure to fulfil one or more of its main obligations with regard to the Platform.

7.4. The Company cannot be held liable for any indirect or immaterial damage suffered by a User, such as loss of profit, damage to reputation or loss of income.

7.5. The Company cannot be held liable for any failure (and any consequences thereof) in the event of force majeure.

7.6. The Company undertakes to use its expertise to provide Users with uninterrupted access to and use of the Platform, in accordance with the legal provisions and the agreements between the Company and the Rights Holders.

However, the Company does not guarantee that the Platform (or the Albums/Tracks) will meet the qualitative or technical expectations of the User.

Claims arising from minor problems or temporary unavailability (e.g. malfunctions, interruptions or security incidents) of the Platform (or the Albums/Tracks) shall not constitute grounds for compensation on the part of a User (the User concerned shall then be entitled to renewed delivery of the Album or Track in question, if the damage is caused by the Company's ). The Company cannot guarantee uninterrupted use of the Platform (and may, for example, temporarily restrict or interrupt access to the Platform for reasons of maintenance or development of the Platform) and the Company shall not be liable for, for example, internet interruptions or interruptions or malfunctions resulting from problems caused (by the use of or interaction with) the sound system or end devices used by the User.

7.7. The User may not bring any non-contractual claims against the Company for damage caused in the context of the performance of an Agreement between the Company and the User. Auxiliary persons of the Company may invoke the provisions of this article as third-party beneficiaries.

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8. Liability of the User

8.1. The Company shall bear the costs of developing and maintaining the Platform, except in the event of fraud or gross negligence on the part of a User.

8.2. The User shall be solely liable to the Company and third parties for any use of the Platform by the User in violation of these general terms and conditions, the Rules of Use or applicable law.

8.3. The User is solely responsible for the correct connection of the required sound system and/or end devices and for the correct use of this sound system and/or end devices. The Company accepts no responsibility for software installed on sound systems and/or end devices.

8.4. The User indemnifies the Company against all claims brought against the Company by third parties based on incorrect or unlawful use of the Platform by the User.

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9. Suspension – termination – force majeure

9.1. In the event of serious shortcomings on the part of the Company, the User may terminate the Agreement with the Company prematurely, with immediate effect and without judicial intervention, without prejudice to the User's right to a refund of any unused Credits.

9.2. The Company may suspend, terminate early or dissolve the User's access to and/or use of the Platform with immediate effect and upon notification by email to the User, if a User commits a serious and/or repeated breach of these general terms and conditions and/or the Rules of Use, which will include, but is not limited to, a breach by the User of the provisions of Article 6 of these general terms and conditions or of the Rules of Use, without any refund of remaining Credits or compensation being due to the User and without prejudice to the Company's right to claim compensation for the damage suffered by the Company as a result of such acts or omissions.

9.3. Termination shall not affect the right to compensation on the part of the party that lawfully terminates the contractual relationship.

9.4. The Company reserves the right to discontinue the operation of the Platform at any time. At that time, unused Credits will be refunded to the Users concerned as soon as possible. The Company will make all reasonable efforts to inform Users of such discontinuation as soon as possible.

9.5. In the event of force majeure, the obligations of the parties shall be suspended or limited for the duration of the force majeure. If the force majeure lasts for more than thirty (30) days, both the Company and the User shall be entitled to terminate the contractual relationship without being liable for any compensation to the other party.

Force majeure is defined as any unforeseeable and unavoidable event beyond anyone's control that constitutes an insurmountable obstacle to the fulfilment of an obligation.

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10. Privacy

10.1. The Company processes personal data as a data controller in accordance with the provisions and principles of applicable data protection legislation, including, but not limited to, the EU General Data Protection Regulation (GDPR) and the corresponding national legislation of the EU Member States; the UK GDPR and the UK Data Protection Act 2018, the Japanese 'Act on the Protection of Personal Information' (APPI); the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA); the Virginia Consumer Data Protection Act (VCDPA); and the Colorado Privacy Act (CPA).

10.2. Please refer to the Company's privacy statement at www.auromasters.be/ privacy for more information about how the Company handles User data. If you do not want your personal data to be processed as described in the privacy statement, we recommend that you do not use the Platform.

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11. Export and sanctions

The products, services, software applications and technology made available by the Company, such as Albums, Tracks and the Platform, are subject to applicable export control and economic sanctions laws and regulations.

The User agrees that the User will not use, download, export, re-export or otherwise transfer or make available, directly or indirectly:

• to or within a country, region, entity or to a person subject to Belgian or European sanctions and export control legislation (such as Dual-Use Regulation (EU) 2021/821/EU) or other international sanctions regimes and export control regimes (including but not limited to sanctions imposed by the European Union, the United Nations and the United States);

• for use in violation of restrictions on the provision of business services to sanctioned parties, including the provision of IT, software, data analysis, advertising or other digital services to entities subject to restrictive measures;

• for any end use related to nuclear, military, weapons or defence purposes as defined in European or Belgian legislation, unless expressly permitted.

By using the Platform and the services of AuroMasters, the User declares:

• that they are not located in a country or territory subject to export or access restrictions imposed by Belgian or EU legislation;

• that the User does not appear on any list of prohibited or restricted persons, entities or organisations published by the European Union or Belgian authorities;

• that the User will not use the Platform in any way that would result in the Company breaching its obligations under applicable sanctions or export regulations.

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The Company reserves the right to restrict or terminate access to the Platform in its relationship with a User, without prior notice, if it suspects that these provisions are being violated by that User.

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12. Complaints - Supervision

12.1. The Company's customer service can be reached at support@auromasters. com .

12.2. In the event of complaints, protests or questions about, for example, (the accessibility of) the Platform and/or the Albums/Tracks that form part of it, the User may contact the Company via support@auromasters.com. Complaints and objections must be received by the Company within three (3) months of the invoice date or (if later) the facts giving rise to the complaint.

12.3. The European Consumer Centre offers consumers information and guidance when purchasing or in the event of a dispute with a seller established in a Member State of the European Union, Iceland or Norway; this body also offers the possibility of lodging a complaint. More information can be found at www.eccbelgie.be.

12.4. In the event of a justified complaint by a User, a maximum amount corresponding to the Credits of the Album/Track in question will be refunded to the User.

12.5. The Platform is a non-linear radio service that falls under the jurisdiction of the Flemish media regulator.

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13. Language - Applicable law and competent court

13.1. These General Terms and Conditions were originally drawn up in Dutch. In the event of translations into other languages, the Dutch version shall prevail in the event of interpretation problems, unless otherwise provided by local legal regulations.

13.2. Nothing in these general terms and conditions prevents a User from having additional rights under the local legislation applicable in their place of residence. All agreements and legal relationships between the Company and a User are in principle subject to Belgian law, (i) without prejudice to the provisions of mandatory law or public policy of the country (or region) where the User is domiciled,  (ii) without prejudice to any legislation in the country (or region) where the User is resident that requires otherwise (e.g. in the case of consumer legislation or privacy) and (iii) without prejudice to a User's right to opt to bring proceedings against the Company in accordance with the law of the country (or region) of his place of residence if the legislation in the country (or region) where the User is domiciled offers the User that possibility or imposes that obligation on the Company.

13.3. The Dutch-speaking courts of Antwerp shall have exclusive jurisdiction to settle any dispute between the Company and a User, but in any case the courts of the User's place of residence shall also have jurisdiction if the User so chooses.

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