Terms and Conditions of LalaLearn

6.1. Nature of Credits

Credits are an internal usage unit of the Service, non-transferable between Users and without monetary value outside the Service. Credits do not constitute electronic money, currency, securities or any financial instrument.

6.2. Acquisition

Credits are acquired by paying the corresponding amount through the payment provider integrated in the Service. The prices shown include the legally applicable taxes, unless otherwise expressly stated.

The purchase process is finalized by the express click of the button unequivocally identified as "Pay" or equivalent, with clear indication of the amount to be paid, in accordance with article 98 of Royal Legislative Decree 1/2007, of November 16, approving the consolidated text of the General Law for the Defense of Consumers and Users (hereinafter, "TRLGDCU").

6.3. Consumption

Credits are consumed upon initiating the corresponding request (for example, when launching the generation of a song), regardless of the final Result obtained. If a request fails due to a verifiable technical error attributable to the Service, LalaLearn may, at its sole discretion, (a) retry the request or (b) refund the consumed Credits.

6.4. Expiration

Credits do not expire by mere lapse of time, except in the event of Account deletion or cancellation for breach, in which case they will be lost in full without right to refund in accordance with clauses 4 and 13.

6.5. Waiver of the 14-day right of withdrawal

As a general rule, the consumer User has a period of fourteen (14) calendar days to withdraw from the contract without justification, in accordance with article 102 TRLGDCU.

However, Credits constitute digital content not supplied on a tangible medium whose execution begins immediately upon payment. Pursuant to article 103.m) TRLGDCU, the right of withdrawal does not apply when the consumer:

1. Has expressly consented that execution begin during the withdrawal period, and
2. Has expressly acknowledged that, consequently, they lose the right of withdrawal once the service has been fully executed.

Therefore, during the Credit purchase flow, the User must expressly accept, through a specific and independent verification box, the following declaration:

“I accept that the Credits begin to be available immediately after payment and acknowledge that, as a consequence, I lose my right of withdrawal of 14 days once the Credits have been credited to my Account, at which moment the execution of the digital supply is deemed initiated.”

6.6. Cases where withdrawal does apply

If the User does not provide the express consent described in clause 6.5, the Credits will not be credited to the Account and the User may exercise the right of withdrawal during the period of 14 calendar days, by unequivocal communication addressed to legal@lalalearn.ai.

6.7. General refund policy

Except as provided in clauses 6.5 and 6.6 and any applicable mandatory consumer protection regulations, purchases of Credits are definitive and non-refundable.

LalaLearn may, at its sole discretion and without setting precedent, grant refunds in cases of serious technical error or duplicate charges.

6.8. Promotional and referral Credits

LalaLearn may grant Credits free of charge for promotional or welcome purposes or under user referral programs ("referrals"). These Credits are governed by the general rules for Credits, with the following particularities:

• They are granted free of charge and at LalaLearn's discretion, are not purchased and have no monetary value; accordingly, their loss, revocation or expiration does not give rise to any right to a refund or compensation;
• LalaLearn may set specific conditions, expiration dates and an order of consumption (for example, consuming promotional Credits before purchased ones), which will be indicated in the Service;
• LalaLearn may cancel or revoke, with retroactive effect, promotional or referral Credits obtained through fraud, abuse or breach of these Terms, including, among others, self-referrals or the use of multiple accounts or false identities as referred to in clause 9;
• LalaLearn may modify, suspend or terminate any promotional or referral program at any time and without prior notice, without affecting promotional Credits already consumed.

7.1. Ownership

The User retains all rights they may have over the User Content they contribute to the Service.

7.2. License in favor of LalaLearn

By contributing User Content, the User grants LalaLearn a worldwide, non-exclusive, free license, for the legal duration of the corresponding rights, to host, store, reproduce, process, transform, translate, display and publicly communicate the User Content and the Results, exclusively for the following purposes:

• Provide the Service to the User and allow them to use the available functionalities;
• Allow other Users to access the Results when the User has marked them as public or shareable within the Service;
• Maintain the security, integrity and technical improvement of the Service;
• Detect, prevent and combat fraud, abuse and infringement;
• Comply with legal obligations or requirements from competent authorities;
• Calculate, attribute and manage the rewards of the Creator Program.

LalaLearn may sublicense this license only to its processors, providers and sub-processors, strictly to the extent necessary for the purposes listed in this clause and under the corresponding contractual guarantees.

LalaLearn will not use User Content to train its own artificial intelligence models without first obtaining additional, express and specific consent from the User.

7.3. User warranties

The User warrants, declares and undertakes that:

• They are the holder of the necessary rights over the User Content or have all the licenses, authorizations and consents required to contribute it and to grant the license described;
• The User Content does not infringe intellectual or industrial property rights, image rights, rights to honor, privacy, data protection, business secrets or any other rights of third parties;
• The User Content is not unlawful, defamatory, obscene, discriminatory, violent, fraudulent, misleading or contrary to public order;
• The User Content does not contain personal data of third parties without an adequate legal basis;
• The User Content does not include verbatim fragments of protected works (academic manuals, books, editorial content or similar) without the appropriate authorization from the holder.

7.4. Indemnity (hold harmless clause)

The User shall hold LalaLearn harmless —and, where applicable, its collaborators, providers, representatives and successors— against any claim, demand, judicial or administrative proceeding, sanction, indemnity, fine, cost or expense, including reasonable attorney and procurator fees, arising directly or indirectly from:

• The infringement of third party rights as a consequence of the User Content or the Results generated from it;
• The breach of the warranties and obligations of clause 7.3;
• The improper use of the Service by the User;
• The consequences derived from Results moderated or removed by LalaLearn for infringing content.

This clause shall survive the termination of the contractual relationship.

8.1. Ownership of the Results

Notwithstanding the legal uncertainty regarding the attribution of copyright to content generated entirely by AI systems, LalaLearn does not claim ownership of the Results generated from the User Content, except as necessary to operate the Service.

The User assumes and acknowledges that:

• Copyright protection of the Results may be limited, partial or non-existent, depending on the applicable jurisdiction and the degree of human creative input;
• LalaLearn does not guarantee that the Results are original or that their use outside the Service is free from third party claims;
• Before using the Results outside the Service (publishing them on social media, commercializing them, registering them, etc.), the User must review their content and ensure legal compliance in their jurisdiction.

8.2. Use of the Results

The User may use the Results within the Service for the purposes provided by the corresponding functionality (listen, save, share and, where applicable, download the song they have generated).

The use of Results outside the Service is carried out under the User's sole responsibility.

8.3. Use restrictions

The User may not, in any case:

• Use the Service or the Results to imitate, impersonate or reproduce the voice, style or identity of real persons, identifiable artists or protected brands without authorization;
• Pass off Results generated by AI as human creations in contexts where such distinction is legally required;
• Commercialize Results infringing third party rights.

11.1. Moderation power

LalaLearn may review, restrict, unpublish, remove or delete User Content and Results, as well as suspend or cancel Accounts, when any of the following causes concur:

• Reasonable suspicion or finding of breach of these Terms or applicable law;
• Plausible third party claim for infringement of rights;
• Requirement from a competent judicial or administrative authority;
• Risk to the security, integrity or reputation of the Service or its Users;
• Detection of fraudulent, abusive or automated use.

Moderation may be carried out automatically, manually or in combination. Automated decisions with significant effects on the User are, in any case, subject to human review before being adopted definitively.

11.2. Notice and action procedure

Pursuant to article 16 of Regulation (EU) 2022/2065 (hereinafter, "DSA"), any person may notify LalaLearn of the presence of allegedly unlawful or infringing content through legal@lalalearn.ai, indicating:

• Identification of the notifier and contact details;
• URL or identifier of the questioned content;
• Specific reason for the claim, indicating the legal basis or right infringed;
• In the case of intellectual property claims: reasonable evidence of ownership or representation;
• Good faith declaration on the truthfulness of the notification.

LalaLearn will review the notification in a diligent, timely and non-discriminatory manner. As a general criterion, the objective review period will not exceed seven (7) business days, without prejudice to shorter periods when the nature of the content so requires. LalaLearn may:

• Remove or restrict the content;
• Request additional information;
• Dismiss the notification if it considers it unfounded or abusive.

The User affected by a moderation decision will receive a reasoned justification and may file an internal complaint within thirty (30) calendar days from the notification, through the same channel.

11.3. Effects on the Creator Program

When a Result is moderated, unpublished or deleted for reasons of breach, infringement of third party rights or fraudulent conduct, all reproductions associated with such Result, present and past, will be retroactively cancelled for the purposes of the Creator Program and will not generate any reward.

11.4. Single point of contact

For the purposes of articles 11 and 12 of the DSA, LalaLearn designates the email address legal@lalalearn.ai as the single point of contact, both for the authorities of the Member States, the European Commission and the European Board for Digital Services, and for the recipients of the Service.

The communication language of the single point of contact is Spanish, without prejudice to the fact that LalaLearn may handle communications in English when operationally possible.

13.1. Inactive Account

LalaLearn may classify as inactive those Accounts that do not register significant activity for prolonged periods. Inactivity does not imply expiration of Credits credited, except in the cases of deletion or cancellation provided in these Terms.

13.2. Voluntary deletion by the User

The User may delete their Account at any time from the Service settings. The deletion is irreversible and entails:

• The deletion or anonymization of personal data within a maximum of thirty (30) calendar days from confirmation, as described in the Privacy Policy and except for legal retention obligations;
• The total and irrevocable loss of any unconsumed Credits;
• The total and irrevocable loss of any pending balance of the Creator Program, including that already accrued but not requested, as well as rewards not converted into Credits;
• The loss of access to the Results and to the usage history.

LalaLearn implements a blocking notice in the deletion flow that displays to the User, before confirmation, the specific amount of unconsumed Credits and pending Creator Program balance that will be lost. By expressly confirming the deletion, the User freely and informedly manifests their consent to the consequences described and waives the right to claim any amount or Credit lost due to the deletion.

LalaLearn keeps a technical record of the informed deletion decision, including date, time, IP address and user agent, exclusively for evidentiary purposes.

13.3. Cancellation by LalaLearn

LalaLearn may cancel an Account for the causes provided in clause 4. The cancellation for breach entails the loss of all associated Credits and balances, without right to refund.

14.1. Legal nature

The Creator Program is a discretionary rewards program through which LalaLearn may grant certain Users economic recognition calculated on the basis of objective criteria defined unilaterally by LalaLearn.

The Creator Program does not constitute:

• A service contract between the User and LalaLearn;
• A labor, commercial or agency relationship;
• A license agreement of intellectual property rights;
• A draw, lottery, game of chance or gambling subject to Law 13/2011, of May 27, regulating gambling;
• An unconditional public promise of reward.

The rewards have the nature of a gratuity subject to objective and verifiable conditions, whose fiscal qualification will correspond to the regulations applicable to each User.

14.2. Opt-in nature

Participation in the Creator Program is strictly voluntary and requires a positive act by the User. No User will receive amounts or Credits derived from the Program automatically. The specific acceptance of the Program conditions, as well as, where applicable, the identity verification before the payment processor, are prior requirements for collection.

14.3. Calculation of the reward

LalaLearn calculates the rewards by applying an internal rate per valid reproduction on the total number of valid reproductions that each Result of the User has accumulated during the corresponding period.

• The internal rate per valid reproduction is confidential, variable and unilaterally modifiable by LalaLearn at any time, without public prior notice and without need for detailed justification.
• Rate modifications have no retroactive effect: reproductions registered previously retain, for calculation purposes, the rate in force at the time of the reproduction.
• LalaLearn establishes an absolute monthly cap on payments of the Creator Program, modifiable quarterly. If the sum of rewards accrued in a month exceeds the cap, LalaLearn will apply a proportional distribution among eligible Users.
• LalaLearn may modify the formula, thresholds and any other parameter of the Program with prospective effects.

14.4. Collection of rewards

The User may request the collection of the accrued rewards according to the following rules:

• Single immutable monthly request: the User may make a single request per calendar month, in the window enabled for that purpose. Once submitted, the request may not be modified or cancelled.
• Collection method: the User must choose, in each request, between (a) transfer in euros to the bank account registered with the payment processor, or (b) conversion to internal Service Credits. Both options are mutually exclusive in the same request.
• Minimum amount in euros: collection by transfer in euros requires an accumulated minimum balance of 5 euros. Below that threshold, the balance remains accumulated or may be converted to Credits without minimum amount.
• Conversion rate to Credits: the equivalent in Credits per euro is published in the collection and Credits section of the Service at any given time, with rounding to the nearest whole number. The conversion rate in force at the time of the conversion request shall apply to the balance.
• Payment processor and identity verification: collection by transfer in euros requires completing the identity verification process (KYC) of the integrated payment processor, as well as accepting its conditions. LalaLearn does not store bank data of the User, which are managed directly by the processor.
• Processor commissions: the commissions charged by the payment processor are at the User's expense and are deducted from the amount to be received. LalaLearn will show the breakdown at the time of the request and obtains no margin on said commissions.
• Payment term: valid requests will be executed within a reasonable timeframe, generally within the natural month following the closing of the corresponding period, without prejudice to the additional time needed in case of anti-fraud review or operational incidents.
• Anti-fraud adjustment: if after the internal review the confirmed balance is less than requested, the payment will be proportionally adjusted and the User will be notified.

14.5. Balance

The balance of the Creator Program does not expire by mere lapse of time, except in the cases of deletion or cancellation of the Account, in which case it is lost in full in accordance with clause 13.

14.6. Modification, suspension or termination of the Program

LalaLearn may modify, suspend or terminate the Creator Program, in whole or in part, with public prior notice of thirty (30) calendar days, for any reason, including operational, economic, regulatory or strategic reasons.

During the notice period, the balances in euros already accrued will remain available for collection or conversion in accordance with the rules in force. For Users whose balance in euros is below the 5-euro minimum and cannot access collection by transfer, LalaLearn will enable, during such notice period, conversion to Credits without minimum amount, without prejudice to any other reasonable alternatives that may be offered.

The Credits already credited to the Account are not affected by the termination of the Program, as they are governed by the general rules of Credits.

LalaLearn may also incorporate in the future additional monetization formulas, including advertising revenue sharing models or mixed schemes, with the indicated prior notice.

14.7. Tax regime

The rewards received by the User under the Creator Program may have tax consequences in their country of residence. The User is responsible, as it concerns them, for:

• Declaring and paying the taxes applicable to their personal sphere;
• Complying with the obligations of registration as self-employed, professional or assimilated, when legally appropriate;
• Keeping the supporting documentation.

LalaLearn, for its part, will comply with the withholding and on-account payment obligations, as well as the reporting obligations, that Spanish tax regulations impose on it, when applicable, depending on the tax qualification of each payment and the status of the recipient. LalaLearn may apply the legally applicable withholdings on the amounts to be paid to the User and will provide the User with the corresponding supporting documents.

LalaLearn will also comply with the obligations to supply information to the Tax Administration in accordance with the regulations applicable to digital platform operators (including, where appropriate, the regulations transposing Directive (EU) 2021/514). For such purposes, the User may be requested to provide identifying and tax data (including, among others, tax identification number, fiscal address and details of the receiving account).

LalaLearn does not provide tax advice to the User and recommends consulting a professional advisor.

14.8. Disciplinary and anti-fraud regime

Without prejudice to clause 12, LalaLearn may:

• Cancel reproductions, balances and rewards when it detects reasonable indications of fraud, manipulation or breach;
• Definitively exclude from the Program the User who breaches these Terms or the rules of the Program;
• Recover from the User the amounts unduly received.

20.1. Modifications

LalaLearn may modify these Terms when justified by changes in the Service, in its providers, in applicable regulations or in the operation of the Creator Program, by publishing a new version on the Service website.

20.2. Substantial changes

The following shall be considered substantial changes, among others, those relating to:

• The economic model (prices, credits, rates, caps);
• The anti-fraud policy;
• The collection and payment rules of the Creator Program;
• The assignment of rights over User Content;
• The limitation of liability or the rights of the User;
• The applicable law or competent jurisdiction.

Substantial changes will require express and blocking re-acceptance by the User before continuing to use the affected functionalities. Refusal to accept the new version entitles the User to stop using the Service or to delete their Account, with the consequences provided in clause 13.

20.3. Minor changes

Minor changes —of wording, typography, clarification or technical adaptation that do not alter substantive rights and obligations— do not require re-acceptance. They will be published with the corresponding update date and notified to the User through the usual Service channels.

20.4. Record and archive

LalaLearn keeps an archive of previous versions of the Terms, accessible upon User request through the contact channel. Each User is bound by the version they have expressly accepted and, where applicable, by subsequent versions they also accept.

20.5. Notification

LalaLearn will notify substantial changes through (a) prominent notice in the Service and (b) blocking re-acceptance modal when initiating affected actions. Continued use of the Service after the express notification of a minor change shall imply acceptance of such minor change.