Terms and Conditions of Use

1.1. This document sets out the Terms and Conditions of Use (hereinafter, the "Terms" or "T&C") governing access to and use of the VIONS digital platform, as well as any related website, mobile application, services, and functionalities (collectively, the "VIONS Platform").

1.2. VIONS is a platform that acts as a technological and commercial intermediary ("broker") between digital artists, DJs, and other content creators (hereinafter, the "Artists") and brands, companies, promoters, event organizers, or other professional clients (hereinafter, the "Brands" or "Clients"), facilitating the management of bookings, performance agreements, and related services at an international level.

1.3. By accessing, browsing, registering on, or in any way using the VIONS Platform, any person (hereinafter, the "User") declares that they have read, understood, and fully accepted these Terms, as well as the related policies and documents, including but not limited to: (i) the Artist Agreement, (ii) the Brand/Client Agreement, (iii) the Payment & Escrow Policy, and (iv) the specific Booking Agreements for each event.

1.4. If the User does not agree with these Terms, they must refrain from using the VIONS Platform.

For the purposes of these Terms, the following concepts shall have the meanings set out below:

• "Artist": a natural or legal person who offers creative services, performances, live or digital shows, musical, audiovisual, or entertainment content through the VIONS Platform.
• "DJ": an Artist specialized in the selection, mixing, and performance of recorded music, whether in physical or digital format.
• "Brand" or "Client": a natural or legal person, company, promoter, agency, venue, or organization that contracts Artist services through the VIONS Platform.
• "Event": any activity, show, performance, concert, digital stream, brand campaign, or promotional action for which the services of an Artist are contracted.
• "Booking": the specific operational arrangement for an Artist's participation in a given Event, including date, schedule, format, financial compensation, and other relevant conditions.
• "Booking Agreement": the specific contract for each Event that sets out the conditions agreed between the Artist, the Brand, and, where applicable, VIONS.
• "Content": any information, material, or file uploaded, transmitted, or made available on the VIONS Platform, including music, visuals, photographs, videos, texts, biographies, logos, trademarks, designs, digital avatars, and any other work protected by intellectual property rights.
• "Account": the user profile created on the VIONS Platform (Artist or Brand) through which bookings, payments, data, and communications are managed.
• "Commission": the amount collected by VIONS for its intermediation and brokerage services, as detailed in the Payment & Escrow Policy and/or in the specific contracts.
• "Escrow": the funds-holding scheme managed through the payment mechanisms established by VIONS and/or third parties, aimed at ensuring compliance with payment obligations in favor of the Artist and/or VIONS.

3.1. VIONS provides a technological infrastructure that enables:

• (a) the creation of Artist and Brand profiles;
• (b) the search, filtering, and selection of Artists by Brands;
• (c) assisted negotiation and formalization of Bookings and Booking Agreements;
• (d) payment management, including escrow schemes and distribution of funds;
• (e) communication tools between the parties;
• (f) analytics, promotion, and support functionalities related to Bookings.

3.2. Unless otherwise stipulated in specific contracts, VIONS is not the organizer of the Event, nor the employer of the Artist, nor a show promoter; its role is to act as a professional intermediary to facilitate the conclusion and performance of agreements between Artists and Brands.

3.3. VIONS reserves the right to modify, update, enhance, or temporarily or permanently suspend any functionality of the VIONS Platform, notifying Users where reasonably possible.

4.1. To access certain functionalities of the VIONS Platform (including entering into Bookings), Users must register and create an Account, providing true, accurate, complete, and up-to-date information.

4.2. Only persons with legal capacity to contract under the legislation applicable to them may register as Users. When a User acts on behalf of an entity, they represent and warrant that they have sufficient authority to bind such entity to these Terms.

4.3. VIONS may request that the User provide additional documentation to verify their identity, their status as an Artist or Brand, and the ownership or lawfulness of the intellectual property rights over the Content to be exploited.

4.4. The User is responsible for maintaining the confidentiality of their login credentials and for all activity carried out from their Account. Any misuse must be reported to VIONS immediately.

4.5. VIONS reserves the right to refuse a registration or cancel an Account when there are reasonable indications of fraud, identity theft, infringement of third-party rights, or breach of these Terms.

5.1. VIONS acts as an independent intermediary between Artists and Brands, facilitating the identification of opportunities, the negotiation of conditions, and the formalization of Bookings.

5.2. Unless expressly agreed otherwise, VIONS does not assume the obligations of the Artist or the Brand arising from the provision of creative services or from the organization of the Event, nor does it guarantee the artistic or commercial outcome of the Event.

5.3. In certain cases, VIONS may be authorized to receive payments on behalf of the Artist, issue invoicing associated with the Booking, or carry out administrative acts necessary for performance of the agreement, all within the limits established in the Payment & Escrow Policy and applicable contracts.

5.4. The specific rights and obligations of VIONS with respect to each Artist and Brand shall be detailed in the corresponding Artist Agreement and Brand/Client Agreement.

7.1. Users undertake to treat all other parties with respect and to refrain from acts of discrimination, harassment, violence, or hate speech based on gender, sexual orientation, race, ethnicity, nationality, religion, disability, or other factors protected by international human rights standards.

7.2. During communications and in the performance of Events (whether physical or digital), Users must respect the dignity, integrity, and safety of Artists, Brands, technical teams, and attendees, and must refrain from abusive practices, labor exploitation, or degrading conditions.

7.3. VIONS may temporarily suspend or permanently cancel the Account of any User engaging in conduct contrary to this standard, applicable legislation, or VIONS' internal integrity and respect policy.

8.1. Details on payment structures, commissions, withholdings, use of escrow, billing and settlement currencies, conversions, and payment schedules are governed by the Payment & Escrow Policy, which forms an integral part of these Terms.

8.2. Fees, commissions, and prices displayed on the VIONS Platform may vary depending on the country, type of Event, demand, availability, and other factors, and the conditions visible to the User before confirming the Booking shall always apply.

8.3. Unless otherwise indicated, the amounts displayed may not include indirect taxes (e.g., VAT, GST) or direct tax withholdings that may apply in the User's jurisdiction, and each party shall be responsible for declaring and paying the taxes corresponding to it.

8.4. VIONS may apply additional charges for currency conversions, payment method fees, or third-party services, informing the User thereof at the time of the transaction.

9.1. The specific rules on Booking cancellations, penalties, refunds, rescheduling, and the consequences of no-shows (by the Artist or the Brand) are set out in the Booking Agreement and the Payment & Escrow Policy.

9.2. As a general principle, the parties undertake to act in good faith, notifying any impossibility to perform the Event as soon as reasonably possible and seeking alternative solutions (rescheduling, substitution, etc.) before moving to definitive cancellations.

9.3. VIONS may, at its sole discretion, offer assistance as a good-faith mediator to try to resolve operational disputes between Artists and Brands related to Bookings, without thereby assuming the role of legal arbitrator or guarantor of the outcome of the dispute.

10.1. Users acknowledge that the Content and services contracted through the VIONS Platform may be protected by international intellectual property rules, including the Berne Convention and other treaties administered by the World Intellectual Property Organization (WIPO).

10.2. Users also understand that World Trade Organization (WTO) member countries are subject to the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), which sets minimum standards for the protection and enforcement of intellectual property rights in international trade.

10.3. Consequently, Users undertake to respect the copyrights, related rights, trademarks, and other intellectual property rights linked to the Artists and VIONS, and to refrain from any unauthorized exploitation or acts contrary to applicable law in the territories where the Content is used.

10.4. Each User shall be responsible for ensuring that their use of the VIONS Platform and the performance of Bookings comply with the laws of their country, including rules on international sanctions, export controls, data protection, advertising, and public shows.

11.1. The processing of Users' personal data is governed by the VIONS Privacy Policy, which forms an integral part of these Terms.

11.2. VIONS collects and uses identification, contact, billing, profile Content, Booking history, and Platform usage data for the following purposes:

• (a) managing User registration and authentication;
• (b) facilitating the search and contracting of Artists;
• (c) processing payments and escrow operations;
• (d) ensuring the security and integrity of the Platform;
• (e) carrying out statistical analyses and improving the service; and
• (f) sending informational or promotional communications in compliance with applicable regulations.

11.3. Depending on the jurisdiction, Users may exercise rights of access, rectification, erasure, objection, portability, and/or restriction of processing of their personal data, following the procedures described in the Privacy Policy.

11.4. VIONS may use external providers for hosting, payment processing, identity verification, and other functions, who will process personal data as data processors under VIONS' instructions and with adequate security safeguards.

12.1. VIONS does not guarantee uninterrupted availability of or error-free operation of the VIONS Platform, although it undertakes to adopt reasonable measures to ensure its proper functioning.

12.2. VIONS shall not be liable for:

• (a) compliance with contractual obligations assumed directly between Artists and Brands;
• (b) artistic quality of performances or services provided;
• (c) the truthfulness, completeness, or timeliness of the information provided by Users;
• (d) damages or losses arising from cancellations, delays, schedule changes, or incidents inherent to the Event, except to the extent they are due to VIONS' direct and proven fault.

12.3. Unless mandatory law provides otherwise, VIONS' total aggregate liability to a User for any claim arising from the use of the VIONS Platform or these Terms shall be limited to the amount of commissions actually received by VIONS from that User during the twelve (12) months prior to the event giving rise to liability.

12.4. VIONS shall not be liable for indirect, consequential, or incidental damages, loss of profit, loss of business opportunity, or reputational damage, except in cases of willful misconduct or gross negligence duly proven.

13.1. VIONS may suspend or cancel a User's access to the VIONS Platform, in whole or in part, where there is:

• (a) breach of these Terms, the Artist Agreement, the Brand/Client Agreement, the Payment & Escrow Policy, or any Booking Agreement;
• (b) reasonable indications of fraud, abuse, infringement of intellectual property rights, violation of human rights standards;
• (c) a requirement from competent authorities.

13.2. Termination of the Account does not release the User from fulfilling their outstanding financial obligations or commitments assumed under already confirmed Bookings, unless otherwise provided in the specific agreements or applicable law.

13.3. VIONS may introduce changes to these Terms, notifying Users by publishing the updated version on the VIONS Platform and, where appropriate, through direct notifications. Continued use of the Platform after the update shall imply acceptance of the new Terms.

13.4. In the event of substantial changes affecting fundamental User rights or obligations, VIONS will seek to obtain express acceptance through appropriate mechanisms (checkbox, click-to-accept, etc.).

14.1. Unless mandatory provisions state otherwise, these Terms and any dispute related to the VIONS Platform shall be governed by the law of the country indicated in the legal notice or footer of the VIONS Platform as the country of incorporation or principal domicile of the operating entity.

14.2. The parties agree to attempt in good faith to resolve any dispute arising from these Terms or from the use of the VIONS Platform through direct negotiation for a reasonable period.

14.3. If no amicable solution is reached, disputes may be submitted to the competent courts at the domicile of VIONS or, where so provided in specific agreements, to institutional or ad hoc arbitration at the seat and under the rules indicated in such agreements.