1. Legal Information

The platform accessible at www.moocontent.com (the “Platform”) is operated by:

2. Definitions

For the purposes of these Terms, the following definitions apply:

3. Role of the Platform

3.1 Commercial Role — Comisionista

The Company operates as a disclosed commercial agent (comisionista) under Spanish commercial law (Articles 244–280 of the Código de Comercio). In this capacity, the Company:

• invoices Organizations for the full value of each Order (Creator fee plus Platform Commission);

• receives payments from Organizations and holds funds in escrow until content is approved;

• pays out the Creator’s net fee upon receipt of a valid invoice from the Creator;

• retains the 20% Commission as its service fee;

• provides the technical infrastructure, discovery, matching, and mediation tools that enable transactions between Organizations and Creators.

The Company acts in its own name when invoicing Organizations, but on behalf of the Creator in facilitating the content transaction. The Company is transparent about this role: Organizations are aware that content is produced by independent Creators, not by the Company.

3.2 What the Company Is Not

Notwithstanding its role as comisionista, the Company:

• is not the producer, author, or owner of any Deliverables;

• is not the employer of any Creator and does not control the manner in which Creators produce content;

• does not guarantee the quality, fitness for purpose, or commercial success of any Deliverables, although it provides a structured approval and dispute process (see Sections 6 and 7);

• does not act as a reseller or distributor of content services.

3.3 Regulatory Compliance

The Company operates in compliance with applicable EU and Spanish regulations governing online intermediation platforms, including the P2B Regulation (EU 2019/1150) and the Digital Services Act (EU 2022/2065). In particular:

• The Company publishes its main ranking parameters and the grounds on which accounts may be suspended or terminated (see Sections 5 and 22).

• The Company maintains an internal complaint-handling system (see Section 15).

• The Company provides access to mediation in the event of disputes (see Section 15).

4. Account Registration & Eligibility

4.1 Eligibility

To use the Platform, Users must:

• be at least 18 years of age;

• in the case of Organizations, act exclusively for professional or business purposes;

• in the case of Creators, operate as independent professionals (self-employed, company, or equivalent legal structure).

The Platform is curated. The Company reserves the right, at its sole discretion, to accept, reject, suspend, or remove any account, subject to the notice and reasons requirements set out in Section 22.

4.2 Accuracy of Information

Users warrant that all information provided during registration and throughout their use of the Platform is accurate, complete, and up to date. Any false, misleading, or materially incomplete information may result in immediate suspension or termination of the account, subject to Section 22.

5. Creator Profiles & Curation

Creators may display portfolio content, pricing indications, availability, and professional information on their profiles. All profiles must conform to the Platform’s standardized format.

The Company:

• does not guarantee visibility, discovery, or selection of any Creator profile;

• may delist or deprioritize profiles that no longer meet quality or professional standards;

• may delist profiles based on repeated negative feedback or verified misuse of the Platform;

• applies algorithmic ranking based on factors including ratings, response time, completion rate, and others.

Creators whose profiles are delisted will be notified in accordance with Section 22.

6. Orders & Workflow

6.1 Formation of an Order

An Order is formed when all of the following conditions are met:

• the Organization has submitted a complete Brief specifying all required Deliverables, usage rights, revision allowance, and timeline;

• the terms have been agreed between the parties via Secure Chat;

• the Organization has confirmed the Order on the Platform; and

• payment has been completed on the Platform and held in escrow by the Company.

Only Deliverables explicitly specified in the confirmed Order are included. Any additional requests constitute a new Order.

6.2 Escrow, Invoice Upload & Payment Release

Payments are held securely by the Company via the Platform’s payment provider (Stripe) from the moment an Order is confirmed until funds are released in accordance with the following process:

Step 1 — Payment Collection: The Organization pays the full Order value (Creator’s net fee + Platform Commission) to the Company at the time of Order confirmation. The Company issues an invoice to the Organization for the full amount.

Step 2 — Content Delivery: The Creator uploads the final Deliverables to the Platform, triggering a Delivery Notification to the Organization.

Step 3 — Content Approval: The Organization reviews the Deliverables and either approves them via the Platform or raises a formal rejection within 14 days of Delivery Notification (see Section 7). If the Organization does not respond within 14 days, the Deliverables are deemed approved (auto-release). The Organization will receive a reminder notification 48 hours before auto-release.

Step 4 — Creator Invoice Upload: Upon approval (or auto-release), the Creator must upload a valid invoice to the Company via the Platform. Payout is conditional on receipt of a valid invoice. The invoice must be addressed to Kimu Labs, S.L. and must include: the Creator’s legal name, address, and tax identification number; the net fee amount; the applicable VAT treatment (including reverse charge notation where applicable); an invoice number and date; and a description of the services rendered.

Step 5 — Payout: Upon validation of the Creator’s invoice, the Company triggers the payout of the Creator’s net fee to the Creator’s designated bank account via Stripe.

The Company provides a pre-filled invoice template on the Platform to assist Creators. However, the Creator remains solely responsible for the accuracy and legal validity of their invoice.

Invoices that do not meet the above requirements may be rejected by the Company. In such cases, the payout is delayed until a valid invoice is received. The Company will notify the Creator of any rejection and the reasons for it.

6.3 Revisions

Revisions are limited to the number agreed in the Order Brief. A revision means amendments to the existing content within the original Brief scope. A revision does not include:

• complete rewrites or new creative direction;

• changes to Deliverable format or specifications;

• additional Deliverables beyond those specified in the Order.

Such requests require a new Order to be created and agreed on the Platform.

7. Valid Rejection & Refunds

7.1 Grounds for Valid Rejection

An Organization may formally reject Deliverables only on the following grounds:

• the Deliverables are technically unusable (e.g. missing audio, corrupted or unplayable files);

• the Deliverables materially fail to conform to the specifications set out in the confirmed Order Brief; or

• delivery occurred so late as to render the Deliverables commercially unusable, and the Organization notified the Creator of the deadline’s materiality in Secure Chat prior to Order confirmation.

Subjective dissatisfaction, stylistic preference, or creative taste do not constitute valid grounds for rejection, provided the Deliverables conform to the confirmed Brief.

7.2 Rejection Procedure & Time Limit

To raise a valid rejection, the Organization must:

• submit a formal rejection via the Platform within 14 days of Delivery Notification; and

• provide written reasons and supporting evidence within the Platform.

Rejections submitted after this 14-day window will not be accepted and funds will be released to the Creator (subject to the Creator having uploaded a valid invoice).

7.3 Refunds

The Company may, at its discretion, decide on partial or full refunds based on the evidence available on the Platform. Refund decisions will be communicated to both parties within 10 business days of a rejection being submitted.

Where a refund is issued to the Organization, the Company will also issue a rectificative invoice (abono) to the Organization to correct the original invoice. If the Creator has already been paid, the Company will seek recovery of the relevant amount from the Creator in accordance with the terms of the Creator’s agreement with the Company.

For full details of the refund process, see the separate Refund & Cancellation Policy available on the Platform.

8. Products, Samples & Logistics

Where an Order requires the shipment of physical products or samples to a Creator:

• shipment is made under the sole responsibility of the Organization;

• all shipping, return, and logistics costs are borne by the Organization;

• the Organization must notify the Creator of expected delivery in Secure Chat and allow reasonable time for receipt before the Order start date.

The Platform shall not be responsible for lost, damaged, retained, delayed, or misused products or samples. Any dispute regarding non-receipt of products should be raised in Secure Chat and documented on the Platform.

9. Taxes, VAT & Invoicing

9.1 Company Invoicing to Organizations

The Company invoices the Organization for the full Order value, comprising: (i) the Creator’s net fee; and (ii) the Platform Commission.

For Organizations established in EU member states other than Spain, the Company’s invoice is issued under the reverse charge mechanism in accordance with Article 44 of Council Directive 2006/112/EC, and no Spanish IVA/VAT is applied. The Organization is responsible for self-accounting for VAT on the Company’s invoice where the reverse charge applies.

For Organizations established in Spain, the Company’s invoice includes IVA at the applicable rate.

Each component of the Order value (Creator fee, Commission, and any applicable VAT) is displayed separately and transparently to both parties before Order confirmation.

9.2 Creator Invoicing to the Company

Upon completion of an Order, the Creator must upload a valid invoice to the Company via the Platform for the Creator’s net fee (the agreed Order value less the 20% Platform Commission).

For Creators established in EU member states other than Spain, the invoice must be issued under the reverse charge mechanism, with the notation “Steuerschuldnerschaft des Leistungsempfängers” (for German-speaking Creators) or the equivalent reverse charge notation in the Creator’s language. The Company will self-assess the applicable Spanish IVA on such invoices.

For Creators established in Spain, the invoice must include IVA at the applicable rate.

Creators are solely responsible for:

• issuing a valid invoice to the Company upon completion of each Order;

• remitting any VAT collected to the relevant tax authority in accordance with applicable law;

• maintaining any VAT registration required under applicable law for the services they provide;

• complying with all applicable tax reporting obligations in their jurisdiction.

Failure to maintain valid invoicing and tax compliance may result in suspension of the Creator’s account at the Company’s discretion.

9.3 Products & Samples

Organizations are exclusively responsible for the accurate valuation of products or samples shipped to Creators, compliance with applicable VAT, customs duties, and import/export regulations, and all required tax declarations and regulatory filings. The Platform shall not be considered the sender, recipient, seller, buyer, or distributor of such products. The Organization indemnifies the Company against any tax claim, reassessment, fine, or penalty arising from product shipment.

9.4 Non-Monetary Compensation

Products, samples, platform access, perks, or other benefits provided in connection with an Order do not constitute remuneration for tax or employment purposes unless explicitly stated as monetary compensation in the Order.

9.5 Platform Tax Reporting (DAC-7)

In compliance with EU Directive 2021/514 (DAC-7), the Company is required to collect and report certain information about Creators and their transactions to the relevant tax authorities on an annual basis. By using the Platform, Creators acknowledge and consent to this reporting obligation. The data reported includes, but is not limited to: the Creator’s identity, address, tax identification number, and total consideration received through the Platform during the reporting period.

10. Commission & Billing

The Platform charges a fixed 20% commission on the net Order value agreed between the Organization and the Creator.

• The Organization pays the full Order value (Creator net fee + Commission) to the Company at the time of Order confirmation.

• The Company retains the Commission and pays out the Creator’s net fee upon receipt of a valid invoice from the Creator.

• All Order prices on the Platform are net of VAT. The total amount collected from the Organization at checkout comprises: (i) the Creator’s net fee; (ii) the Platform Commission; and (iii) applicable VAT where relevant. Each component is displayed separately before Order confirmation.

• Payments are processed via Stripe. Users independently accept Stripe’s terms of service.

• In the event of a Stripe service failure, payment hold, or chargeback initiated by a third party, the Company’s liability is limited to reasonable efforts to resolve the matter with Stripe. The Company is not liable for losses arising from payment processor failure beyond its reasonable control.

11. Independent Contractor Status

Creators use the Platform as independent contractors. Nothing in these Terms creates or implies:

• an employment relationship between the Company and any Creator;

• any agency, partnership, or joint venture between the Company and any Creator;

• exclusivity or restriction on Creators working with third parties outside the Platform (subject to Section 12).

Creators are solely responsible for their own professional obligations, tax affairs, social security contributions, and legal compliance.

12. Anti-Circumvention

12.1 Obligation

Users agree not to bypass the Platform to avoid payment of Commission. For the duration of any active Order and for a period of 12 months after the formal acceptance or auto-release of Deliverables (whichever is later), Users shall not:

• contract directly with each other in connection with any project initiated through or discovered via the Platform;

• solicit off-platform collaboration in relation to work discovered through the Platform; or

• exchange personal contact details for the purpose of avoiding Platform fees.

Where an Order is disputed and Deliverables are never formally accepted or auto-released, the 12-month period begins from the date the dispute is closed by the Company.

12.2 Penalty

Any breach of Section 12.1 results in contractual compensation of €2,000 + applicable VAT, payable immediately by the breaching party to the Company. The parties agree that this sum represents a genuine pre-estimate of the minimum harm suffered by the Company as a result of circumvention, in accordance with Article 1152 of the Spanish Civil Code. This is without prejudice to the Company’s right to claim additional damages where actual harm exceeds this amount.

Off-platform buyout: Organizations wishing to formally take a Creator relationship off-platform on a permanent basis may do so by paying a buyout fee of €2,000 + applicable VAT. Upon payment, the anti-circumvention obligation in respect of that Creator is waived.

13. Prohibited Use & Content

Users shall not use the Platform for any of the following:

• illegal, fraudulent, or deceptive activities;

• advertising of products or services in regulated industries (e.g. financial products, pharmaceuticals, alcohol, gambling) without appropriate disclosure and compliance;

• creation or distribution of misleading advertising, including fake reviews or testimonials;

• content that is hateful, discriminatory, violent, sexually explicit, or otherwise unlawful;

• content that violates intellectual property rights of third parties;

• content involving minors in any manner that is inappropriate, exploitative, or contrary to applicable law;

• any activity that interferes with the integrity, security, or proper functioning of the Platform.

The Company may suspend or terminate accounts for violations of this Section, subject to Section 22. The Company will cooperate with competent authorities where legally required.

For full details, see the separate Community Guidelines & Acceptable Use Policy available on the Platform.

14. Fraud, Abuse & Platform Integrity

The Company may suspend accounts and temporarily withhold payouts pending investigation in cases of:

• suspected fraud or identity misrepresentation;

• chargeback abuse or bad-faith payment disputes;

• manipulation of ratings or reviews;

• circumvention attempts under Section 12;

• any other conduct that undermines the integrity of the Platform or other Users.

Where a suspension is applied for investigation purposes, the Company will notify the affected User as soon as practicable and will conclude its investigation within a reasonable timeframe. The Company will cooperate with competent law enforcement or regulatory authorities where legally required.

15. Dispute Handling & Evidence

15.1 Internal Complaint Process

The Company operates an internal complaint-handling system in accordance with the P2B Regulation. Users may submit complaints relating to:

• alleged non-compliance with these Terms by the other party;

• technology issues directly affecting the User;

• measures taken by the Company that affect the User (including account suspension or delisting).

Complaints should be submitted to hello@moocontent.com. The Company will acknowledge complaints within 2 business days and aim to resolve them within 10 business days.

15.2 Content Dispute Resolution

Where an Organization rejects Deliverables under Section 7, the following dispute resolution process applies:

• Step 1: The Organization submits a formal rejection with written reasons and evidence via the Platform.

• Step 2: The Creator is notified and given 5 business days to respond with their own evidence or proposed resolution.

• Step 3: The Company reviews the evidence from both parties — including the confirmed Brief, Deliverables, and Secure Chat communications — and issues a decision within 10 business days.

• Step 4: The Company’s decision may include: full release of funds to the Creator; full refund to the Organization; or a partial refund with partial release to the Creator.

The Company’s decision is final in respect of the escrow funds held on the Platform. This does not affect either party’s right to pursue additional claims before a court or arbitral tribunal.

15.3 Evidence Standards

In any dispute resolution process conducted by the Company, the following constitute valid evidence:

• Platform Order details and confirmed Brief;

• Secure Chat communications on the Platform;

• files and Deliverables uploaded to the Platform;

• Platform timestamps, logs, and activity records.

Communications conducted outside the Platform (e.g. via WhatsApp, email, or telephone) will not be considered by the Company during its own internal mediation process and will not affect the Company’s determination regarding escrow funds. Users are advised that, under general contract law, off-platform communications may still be relevant in any proceedings before a court or arbitral tribunal.

15.4 Mediation

In accordance with the P2B Regulation, business Users who are unable to resolve a dispute through the internal complaint process may request access to mediation. The Company will identify and cooperate with a qualified, independent mediator upon request. The costs of mediation shall be shared equally unless the mediator determines otherwise.

The Company may temporarily suspend payouts during dispute resolution to protect the interests of both parties.

16. Intellectual Property

16.1 IP Transfer

Notwithstanding the payment structure described in these Terms (whereby the Company invoices the Organization and pays the Creator), intellectual property rights in Deliverables transfer directly from the Creator to the Organization. The Company does not acquire ownership, intermediate rights, or any license in any Deliverables at any stage of the transaction.

All rights granted by the Creator to the Organization are limited to the scope, territory, duration, and media channels specified in the confirmed Order. Unless the Order explicitly provides for a full assignment of rights, the Creator retains underlying ownership of the intellectual property and grants the Organization a license on the terms agreed.

16.2 Content License During Escrow

During the period between content delivery and payment release (including any dispute resolution period), the Organization is granted a limited, non-exclusive, non-transferable license to review and evaluate the Deliverables solely for the purpose of determining whether to approve or reject them. The Organization may not publish, distribute, or commercially exploit the Deliverables during this period.

16.3 Moral Rights

All licenses granted under these Terms are exercised in a manner that respects the Creator’s moral rights under applicable law, including the Spanish Ley de Propiedad Intelectual and, for Creators established in Germany, the Urheberrechtsgesetz (UrhG). In particular:

• Organizations may not use Deliverables in a manner that distorts, mutilates, or derogates from the Creator’s work in a way that prejudices their legitimate interests or reputation.

• Creators established in Germany acknowledge that moral rights (Urheberpersönlichkeitsrecht) under German law cannot be fully waived. The Creator’s agreement to the terms of an Order constitutes consent to the agreed use of the Deliverables within the specified scope, but does not constitute a waiver of inalienable moral rights.

16.4 Platform Marketing License

Creators grant the Company a non-exclusive, worldwide, royalty-free license to use profile content and portfolio samples solely for the purpose of marketing and promoting the Platform, for a period of 3 years, automatically renewable for successive 1-year terms unless the Creator revokes the license by deleting their account or submitting a written request to support@moocontent.com.

16.5 Organization License Compliance

Organizations are solely responsible for ensuring that their use of Deliverables remains within the agreed license scope. Unauthorized use of Deliverables beyond the agreed scope, territory, or duration constitutes a breach of these Terms and may give rise to claims by the Creator under applicable intellectual property law.

17. Right of Publicity

Creators may showcase Deliverables in their professional portfolios after the Organization has publicly used them in its advertising, unless the Organization expressly prohibits such use in writing prior to Order confirmation.

18. Data Protection, Privacy & AI

18.1 GDPR Compliance

The Company processes personal data in accordance with the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and applicable Spanish data protection law (Ley Orgánica 3/2018, LOPDGDD). Full details of how personal data is collected, used, stored, and protected are set out in the Company’s Privacy Policy at www.moocontent.com/privacy.

By using the Platform, Users acknowledge that they have read and understood the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

18.2 Lawful Bases for Processing

The Company processes personal data on the following lawful bases:

• Contract performance: to operate accounts, process Orders, manage invoicing, and provide Platform services.

• Legitimate interests: to prevent fraud, improve the Platform, and ensure security.

• Legal obligation: where required by applicable law, including DAC-7 reporting and tax record retention.

• Consent: for marketing communications and, where applicable, for use of data in AI model improvement.

18.3 Creator Invoice Data

The Company receives and stores Creator invoices as part of the payment process. These invoices contain personal data including the Creator’s name, address, and tax identification number. This data is processed for the purpose of payment processing, tax compliance, and accounting, and is retained for the period required by applicable tax law (minimum 6 years under Spanish commercial law). Creators acknowledge and consent to this processing.

18.4 Anonymized Data & AI

The Company may use anonymized and aggregated transactional and behavioral data (from which individual Users cannot be identified) for analytics, platform optimization, and the improvement of AI-assisted features. Where personal data is used for AI training beyond anonymized analytics, the Company will seek explicit consent.

18.5 Data Retention

Account data is retained for the duration of the User’s account and for a period of 6 years thereafter to comply with Spanish tax and commercial law obligations (Article 30, Código de Comercio). Order records, Deliverables, and invoices are retained for 6 years. Users may request deletion of personal data in accordance with the Privacy Policy, subject to legal retention obligations.

18.6 Platform Closure

In the event of the Company ceasing operations or significantly discontinuing the Platform, the Company will provide Users with at least 30 days’ notice and reasonable opportunity to download or export their content and account data before access is terminated.

19. Modification of Services & Terms

The Company may modify, suspend, or discontinue features or services at any time. Where a modification to these Terms materially affects Users’ rights or obligations, the Company will provide at least 30 days’ advance notice via the email address associated with the User’s account, in accordance with the P2B Regulation.

Continued use of the Platform after the notice period constitutes acceptance of the modified Terms. If a User does not accept the modifications, they may close their account without penalty.

20. Platform Availability

The Company endeavors to maintain Platform availability but does not provide any guarantee of uptime, availability, or uninterrupted access. Scheduled and unscheduled maintenance may result in periods of downtime. The Company shall not be liable for any loss or damage arising from Platform unavailability, provided reasonable efforts are made to minimize disruption.

21. Assignment & Change of Control

The Company may assign or transfer these Terms, and any rights or obligations under them, as part of a merger, acquisition, corporate restructuring, or sale of assets. Users will be notified of any such assignment within a reasonable time. Users may not assign their rights or obligations under these Terms without the Company’s prior written consent.

22. Account Suspension & Termination

22.1 Termination with Notice

The Company may terminate a User’s account by providing at least 30 days’ written notice to the email address associated with the account. Notice will include the reasons for termination and information about the internal complaint process (Section 15).

22.2 Summary Termination

The Company may suspend or terminate an account immediately and without advance notice where:

• the User has engaged in fraud, illegal activity, or serious misrepresentation;

• the User has materially or repeatedly breached these Terms;

• immediate action is required to protect the Platform, other Users, or third parties; or

• the User has published unlawful content on the Platform.

In the case of summary termination, the Company will provide reasons to the affected User as soon as practicable after the action is taken, unless doing so would compromise an ongoing investigation or legal proceedings.

22.3 Effect of Termination

Upon termination:

• active Orders remain subject to these Terms until completed, cancelled, or resolved;

• funds held in escrow will be dealt with in accordance with the Order status and dispute process;

• the User’s right to access the Platform is revoked.

23. Liability Limitation

The Company’s total liability to any User, whether in contract, tort, or otherwise, in connection with any single Order or dispute, is limited to the total fees actually received by the Company from the Organization in respect of that Order (including both the Creator’s net fee and the Commission).

The Company is not liable for:

• indirect, consequential, or punitive losses;

• loss of profits, revenue, or business opportunity;

• the quality, legality, or fitness for purpose of Deliverables produced by Creators;

• the accuracy of Briefs or Order specifications provided by Organizations;

• losses arising from payment processor failure beyond the Company’s reasonable control.

Nothing in these Terms limits liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

24. Force Majeure

Neither party shall be in breach of these Terms, nor liable for delay or failure to perform, where such delay or failure results from events beyond that party’s reasonable control, including but not limited to: natural disasters, acts of government, pandemic, war, civil unrest, cyberattacks, or infrastructure failure. The affected party shall notify the other as soon as practicable and shall use reasonable efforts to mitigate the impact.

25. Governing Law & Jurisdiction

These Terms are governed by Spanish law. Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the Courts of Bilbao, Spain.

Users who are businesses established in other EU member states acknowledge that certain mandatory provisions of their home jurisdiction’s commercial law may apply regardless of this choice-of-law clause. The Company does not waive any rights under Spanish or EU law by reason of this clause.