GENERAL TERMS AND CONDITIONS OF THE SERVICE FOR THE MAKING OF CUSTOMIZED VIDEOS BY CELEBRITIES AND FAMOUS PEOPLE THROUGH THE CLEB PLATFORM.

1.- TERMS AND CONDITIONS ACCEPTANCE

This document shall govern the contracting by TRES HOMBRES, S.L., of the services of famous people and celebrities registered on the CLEB platform, for the creation of customized videos aimed at users of the platform (hereinafter, both TRES HOMBRES, S.L., and the platform shall be referred to as CLEB ).

The sole use of the CLEB and the acceptance of this document implies that the famous/celebrity (hereinafter referred to as “CELEBRITY/CELEBRITIES/FAMOUS PERSON/PEOPLE”):

a. Has/Have read, understands, and comprehends what is set forth herein.

b. Has/Have sufficient capacity to contract.

c. Assume/s and accepts the obligations set forth herein.

These Terms and Conditions shall be valid for an indefinite period of time and shall apply to all operations carried out by the celebrity.

For CELEBRITIES/FAMOUS PEOPLE, CLEB is a platform that allows them to record different customized videos, upon request and order of the USERS, with the limitations outlined in the Platform's General Terms and Conditions of Use.

At all times, CLEB acts as an intermediary between USERS and the CELEBRITIES/FAMOUS PEOPLE or their representatives.

Any use of the CELEBRITY/FAMOUS PERSON other than as a Famous CLEB other than as a Famous User shall be governed by the 'General Terms and Conditions of Use' thereof.

2.- CONTENT AND OPERATION OF THE SERVICE (ORDERING AND MANAGEMENT OF CUSTOMIZED VIDEOS)

TRES HOMBRES, S.L. provides the user with a CLEB platform, which can be accessed through the site cleb.es/en. They can obtain a range of products, from customized videos with a length of 30 seconds to 2 minutes, created exclusively and directly by their favorite CELEBRITY/FAMOUS PERSON, among a range of other products that are developed and published on a constant basis, such as videocalls, merchandising, personalised music, and b2b services such as speaker services and promotional content, and which celebrities are free to offer or not at a price always approved by them.

Regarding the relationship between CLEB and the CELEBRITIES/FAMOUS PEOPLE, the former allows the recording, storage, and streaming of the videos recorded by them, allowing CLEB Sports their unlimited, non-exclusive, and indefinite use without royalties.

The CELEBRITY/FAMOUS PERSON also authorizes the use and distribution of the video by the user, as long as it is not for commercial and/or advertising purposes.

When a user of the CLEB platform requests a CELEBRITY/FAMOUS PERSON to make a customized video, the latter has a maximum of 7 days from receipt of the request to create, record, and send the video through the platform. In the event of failure to comply with the indicated deadline, the request will expire. The user's
request cannot be fulfilled, and, therefore, neither the right to payment by the CELEBRITY/FAMOUS PERSON nor the obligation of payment by CLEB Sports will accrue.

However, and to collaborate and favor a correct and agile functioning of the CLEB Sports platform, the delivery expectation is fixed in a maximum period of 48 hours from the moment the CELEBRITY/FAMOUS PERSON receives the request or order of the customized video.

The videos that the CELEBRITY/FAMOUS PERSON must record for the user must have a minimum length of 30 seconds, maximum of 2 minutes, and must always respect and consider the user's indications have entered at the time of making the request or order. Otherwise, CLEB shall be entitled to adjust the CELEBRITY/FAMOUS PERSON’s fees for such non-compliance.

Notwithstanding the preceding, the CELEBRITY/FAMOUS PERSON may reject and/or refuse to accept the user's request, when such request does not comply with the minimum standards of good practice of CLEB, understanding by such actions, those that contain or encourage, implicitly or explicitly, any action or illegal, abusive, harassing, threatening, offensive, racist, obscene, pornographic (including nudity), etc., listed by way of example, but not limited to. For its part, and the same reasons, CLEB reserves the right to delete at any time the video made by the CELEBRITY/FAMOUS PERSON, without any obligation of payment on its part, nor
any right of collection on the part of the CELEBRITY/FAMOUS PERSON as a result of such deletion.

In any case, when the CELEBRITY/FAMOUS PERSON does not accept a user's request to create a customized video, he/she must inform CLEB, clearly and precisely explaining the reasons why he/she refuses a request for the creation of a personalized video.

Once the user's order has been accepted, the CELEBRITY/FAMOUS PERSON accepts and agrees that communication with the user shall only be carried out through the CLEB platform, without the latter being in any way responsible for any action between the CELEBRITY/FAMOUS PERSON and the user.

Once the customized video has been created and recorded by the CELEBRITY/FAMOUS PERSON, it will be sent to the user through the CLEB platform, who will review and check it to ensure that it meets the minimum standards required in this regard and that, in any case, it does not contain profanity, rude, offensive or inappropriate images (including nudity).

3.- CELEBRITY/FAMOUS PERSON REGISTRATION ON THE CLEB PLATFORM

To accept user requests through the CLEB Sports platform, the CELEBRITY/FAMOUS PERSON must register following the platform's instructions, providing all the data required by the process and providing at least two (2) high-quality photographs and a video presentation, current, accurate and verifiable. CLEB may cancel and/or delete the registration account if it is found that these requirements are not being complied with.

The CELEBRITY/FAMOUS PERSON undertakes not to create or duplicate any account, using a false identity or providing incorrect information on behalf of another person (except for the cases that may be contained in this document), or if his or her access to the platform has been previously deleted or restricted.

Therefore, the CELEBRITY/FAMOUS PERSON is solely responsible for maintaining the confidentiality of the information in his/her account on the platform, including his/her username and password, which are personal and non-transferable, for which he/she is responsible to CLEB Sports and third parties for the use of his/her account.

The CELEBRITY/FAMOUS PERSON who is at least 18 years of age may create a registration account on the CLEB platform, in a personal and direct way, declaring and accepting that he/she is of legal age, that no CLEB account has been previously canceled or deleted, and that he/she is not subject to any of the legal causes that prevent him/her from being a party to a legal contract.

Likewise, the CELEBRITY/FAMOUS PERSON under 18 years of age may also create a registration account on the CLEB Sports platform. However, this account must be created and controlled directly by his/her parents, guardians, or legal representative, so at the time of making the registration account of the CELEBRITY/FAMOUS PERSON under 18 years of age, will be asked to guarantee and accredit that he/she/they are his/her/their parent(s) or legal guardian(s), that they are not prohibited from using the CLEB Sports platform following applicable Spanish legislation, and that they are truly responsible for complying with the usage regulations of the CLEB platform, both of the user and the CELEBRITY/FAMOUS PERSON.

The CELEBRITY/FAMOUS PERSON, for the sole purpose of CLEB Sports, can promote and advertise through the platform the inscription and registration of the FAMOSOUS, shall provide within 3 days from the effective registration, a brief descriptive biography, promotional video/s and several photographs, which CLEB will use to advertise and promote the incorporation of the CELEBRITY/FAMOUS PERSON on the platform.

The CELEBRITY/FAMOUS PERSON may, at any time, update, modify and/or change such material to update and promote his/her presence on the platform.

Once the CELEBRITY/FAMOUS PERSON has completed the registration process, CLEB will notify the CELEBRITY/FAMOUS PERSON via the email address provided by the latter of the activation of his/her account. At that moment, the CELEBRITY/FAMOUS PERSON is obliged to download the ('CLEB Sports') App,required to receive the user's requests, create and record the customized videos and send them through the same platform.

The CELEBRITY/FAMOUS PERSON, by registering himself/herself as such on the CLEB platform, acknowledges, declares, and states that he/she provides his/her service independently, autonomously, and without any employment relationship or subordination whatsoever with CLEB Sports, or with other users.

4.- SERVICE FEE AND PAYMENT METHOD

The CELEBRITY/FAMOUS PERSON will receive 70% of the amount paid by CLEB for each of the videos requested, created, and sent to the user through the CLEB platform. The remaining 30% will be at the disposal of CLEB to cover the costs of administration and maintenance of the platform and remuneration for the mediation between the user and the CELEBRITY/FAMOUS PERSON.

Thus, and for quantifying the amount to be received by the CELEBRITY/FAMOUS PERSON, the latter shall set and establish, at the time of registration of the service on the CLEB platform, the price to be paid by the user to obtain a customized video thereof, the minimum price being 10 Euros unless expressly stated otherwise.

Likewise, the CELEBRITY/FAMOUS PERSON, at the time of registration on the platform, will choose the method and frequency of payment, according to the options provided by the registration process, and must provide the necessary information so that CLEB can make the corresponding payments and bank transfers (account number, IBAN, etc.).

The CELEBRITY/FAMOUS PERSON does not have the option to select a payment method other than one of those provided by CLEB.

Unless the CELEBRITY/FAMOUS PERSON expressly states otherwise at the time of registration on the CLEB Sports platform, the CELEBRITY/FAMOUS PERSON decides to opt for the “self-billing” method, with the understanding that they expressly authorize CLEB to issue an invoice on behalf of the CELEBRITY/FAMOUS
PERSON, regardless of the amount, but with the frequency chosen by the former, will issue an invoice that the platform itself will generate at the moment it has proof of the actual receipt of the video by the user, applying, where appropriate, any applicable taxes and withholdings.

Notwithstanding the preceding, CLEB is not responsible in any case for the material impossibility of making payments and transfers for reasons not attributable to it, such as failure to make or send the video by the CELEBRITY/FAMOUS PERSON, lack of information required for this purpose or error in the same to complete payments, etc.

5.- REFERENCE TO OTHER CELEBRITIES/FAMOUS PEOPLE (PROMOTIONAL
LINK FOR THE CELEBRITY/FAMOUS PERSON):

CLEB provides each of the CELEBRITIES/FAMOUS PEOPLE registered in the platform with a LINK of exclusive use for each one of them, to bring other public figures and CELEBRITIES/FAMOUS PEOPLE to CLEB , receiving as consideration an amount equivalent to 10% of the income generated by this new CELEBRITY/FAMOUS PERSON, during the first year, counting from the date of their effective registration in the CLEB Sports platform.

Following the above, each CELEBRITY/FAMOUS PERSON who registers on the platform will be provided with a unique LINK that can be provided to other celebrities so that they can register on the same CLEB platform, following and complying with the same registration and subscription requirements as the rest of the
CELEBRITIES/FAMOUS PEOPLE, CLEB reserves the right and faculty to discard, eliminate and not accept their registration if they do not comply with the minimum requirements established in this document to register as a CELEBRITY/FAMOUS PERSON, on the CLEB platform.

Likewise, CLEB reserves the right to change and/or modify the amount proposed and set by the new celebrity and that the user must pay the user to obtain customized videos.

The amount that corresponds to each CELEBRITY/FAMOUS PERSON as a result of the registrations carried out with that unique LINK will be settled, if applicable, through the platform itself, being CLEB responsible for the payment (by transfer) to be made within 30 days from the end of the first year of registration of the new
celebrity, in the same account that the CELEBRITY/FAMOUS PERSON communicated at the time of his/her registration in CLEB.

For this purpose, CLEB will issue, as for the rest of the services provided through the platform, the corresponding “self-invoice” under the same conditions regulated for customized videos, following what is established in the point on this object.

Notwithstanding the preceding, the CELEBRITY/FAMOUS PERSON acknowledges and recognizes that, if the new celebrity referred to is registered on the platform without using the link provided for this purpose, or if he/she already had a profile registered on the CLEB platform, or had already initiated the registration of this new profile previously, he/she shall not have any right to receive any consideration for any concept whatsoever.

If the CELEBRITY/FAMOUS PERSON uses the link and the possibility of referring another celebrity fraudulently, or against the interests of the platform, CLEB reserves the right to deactivate his/her account and that of the referred celebrity, without either of them being entitled to receive any compensation from that moment on, regardless of whether there is any outstanding amount to be paid.

CLEB also reserves the right to cancel and/or modify at any time and its discretion the conditions of this promotion.

6.- DONATIONS/CONTRIBUTIONS TO NGOs

The CELEBRITY/FAMOUS PERSON, when registering on the CLEB platform, may choose to allocate all or part of the income obtained from the production and sending of customized videos to the user, to the NGO, Foundation or Charity that he/she deems appropriate, within the options provided by CLEB at the time of registration, and may change it at any time, expressly informing CLEB, with 3 days' notice.

Payments of such amounts to any of the non-profit entities chosen by the CELEBRITY/FAMOUS PERSON shall be made through the CLEB platform itself, which shall be responsible for such payments the same terms as those applicable to the amount of the CELEBRITY/FAMOUS PERSON’s services.

7.- PROCESSING OF INFORMATION AND DIGITAL MATERIAL PROVIDED BY THE CELEBRITY/FAMOUS PERSON.

● Granting of licenses by the CELEBRITY/FAMOUS PERSON to CLEB :

The CELEBRITY/FAMOUS PERSON, by the sole fact of sending, uploading, creating, storing, receiving, etc., any digital material through the platform, grants CLEB a non-exclusive, Royalty-Free, fully-paid license, to use what he/she has created without limitations of time, territory and quality of exploitation, to be able touse, display, show, reproduce, publish, sublicense communicate, make available and/or distribute all or part of the content of said digital material through any type of online media known or to be known, to develop and improve CLEB products and services, and to advertise, market and promote the platform and services.

● Granting of licenses by the CELEBRITY/FAMOUS PERSON to the USER:

Likewise, the CELEBRITY/FAMOUS PERSON, at the moment he/she sends the customized video to the Cleb user, grants to the latter the non-exclusive, royalty-free, fully paid, worldwide, sub-licensable and not limited in time, license to use, reproduce, distribute and publicly display the video, following the General Conditions of use of the platform, in any and all media, whether known or to be known (including social networks, websites, and third-party platforms).

As established in the general terms and conditions, this assignment is commercially limited. The user (whether an individual or a company) shall not have the right to exploit or modify the content of the videos commercially.

The information and any digital material provided by the CELEBRITY/FAMOUS PERSON through the platform is not considered confidential and must not contain or include any information that the CELEBRITY/FAMOUS PERSON does not have the right to disclose, or does not wish to be disclosed, exempting CLEB from any liability it may incur for the use or disclosure of such content.

Furthermore, and without prejudice to what is contained throughout these General Terms and Conditions of Service, the CELEBRITY/FAMOUS PERSON declares and acknowledges that:

1. It is the true owner of all rights to the information and material provided and, therefore, is entitled to grant the rights described in this document.

2. The information and digital material provided through the CLEB platform does not infringe (or misappropriate) any intellectual property rights, nor is it contrary to the laws in force or any court decision.

3. Shall not publish or make available to the public any video from the CLEB platform without the user's express authorization, if applicable, at the time of formalizing the request or order.

4. Will not provide any user with his/her contact details, nor send anything other than personalized videos, following these terms of use.

5. Will not edit, change, modify or remove the branding of any CLEB video or assist or encourage others to do so.

● If the CELEBRITY/FAMOUS PERSON wishes to cancel his/her registration and account on the CLEB platform, he/she may request in writing, with 15 days' notice, that his/her videos be included and that they not be used on the CLEB Sports platform from that moment on.

8.- INTELLECTUAL PROPERTY RIGHTS.

The COMPANY owns and reserves all intellectual property rights arising from the CLEB platform, the database structure, page design, and everything developed, related, and created by it for its use or exploitation, so it is not allowed to duplicate, copy or reuse any part or concept without first obtaining the express consent of the
COMPANY.

Regarding the rights to the customized videos created by the CELEBRITY/FAMOUS PERSON, they correspond to the latter until the moment when such videos are sent to the User as a result of the order or request made through the CLEB platform, at which point, the rights to the customized video are automatically transferred to the latter, who pays for it. In any case, the user (whether a company or an individual)
may not carry out any commercial exploitation of the digital material acquired or transfer it to a third party.

If the COMPANY definitively transfers the property of the rights that correspond to it on the exploitation of the CLEB platform, together with such transfer, all the rights and obligations that correspond to it and that derive from the use made by the users of this platform are understood to have been transferred.

9.- LINKS TO OTHER WEBSITES

The CELEBRITY/FAMOUS PERSON, who accepts and agrees, is aware that the CLEB platform may contain links to other platforms, social networks, advertising, or other third party websites, without CLEB being liable for any possible damage caused by the use of such links and access to these different platforms, social networks or websites. The CELEBRITY/FAMOUS PERSON must access and read the Terms and Conditions and Privacy Policy of each of them before using them.

10.- CANCELLATION OF THE ACCOUNT

Without prejudice to what is already indicated in these General Terms and Conditions of Service, the CELEBRITY/FAMOUS PERSON may unsubscribe, cancel and/or delete his/her registration on the platform at any time, and must expressly communicate this using the CLEB platform itself.

Likewise, CLEB hall be entitled to cancel and/or remove the CELEBRITY/FAMOUS PERSON registration in case of non-compliance with any of the obligations assumed in these terms Conditions.

11.- TRANSFER OF RIGHTS

CLEB may, at any time and in any legal manner legally permitted by Spanish law, assign, transfer, sell, etc..., all of its rights and obligations, including in connection with a sale of assets, merger, acquisition, business restructuring, or through any other legally permitted commercial operation, without the need for communication, authorization and/or approval of CELEBRITY/FAMOUS PERSON or third parties.

12.- DISCLAIMER.

By using the platform, the CELEBRITY/FAMOUS PERSON exempts CLEB from any contractual or extra-contractual liability for damages that, for reasons not attributable to CLEB, may be suffered by the CELEBRITY/FAMOUS PERSON, itself, as a result of improper use of the platform by the user or by the CELEBRITY/FAMOUS PERSON, waiving any indemnity and claim against CLEB.

13.- MODIFICATIONS TO THE PLATFORM AND TERMS OF USE AND CONDITIONS OF SERVICE

CLEB reserves the right to improve, totally or partially modify the platform at any time, being able to eliminate, alter or include paid or free services without having to request any authorization from the CELEBRITY/FAMOUS PERSON, which will allow the platform to be temporarily interrupted during the process of said improvement, update or modification thereof.

In any case, CLEB will notify CELEBRITY/FAMOUS PERSON by publishing the new Terms of Use on the platform itself, which will come into force:

● If the CELEBRITY/FAMOUS PERSON is a new user of the platform, immediately and automatically.

● If the CELEBRITY/FAMOUS PERSON was already registered on the CLEB Sports platform, 5 days after the notification made by CLEB, being able, however, to accept the new conditions at any previous time.

If the CELEBRITY/FAMOUS PERSON does not accept the new Terms of Use, the existing contractual relationship between the CELEBRITY/FAMOUS PERSON and the CLEB platform will be terminated as of that moment, and the CELEBRITY/FAMOUS PERSON will be entitled to receive the amounts due for the videos issued and sent to users up to that date.

14.- APPLICABLE LAW AND JURISDICTION

These Terms and Conditions shall be governed by or construed by Spanish law in all matters not expressly established herein. CELEBRITY/FAMOUS PERSON and CLEB agree to submit any dispute that may arise from providing the services covered by these Conditions to the Courts and Tribunals of Madrid, expressly
waiving any other jurisdiction that may be applicable.

15.- SEVERABILITY

If any provision of these General Terms and Conditions is declared invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain valid and enforceable.