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 Intermediary Status

The Platform is a B2B marketplace and technical intermediary. The Company’s role is strictly limited to:

• facilitating contact between Organizations and Creators;

• providing escrow-style payment infrastructure;

• offering technical, contractual, and mediation tools;

• operating AI-assisted discovery, scripting, and pricing features.

The Company is not a party to the contractual relationship between Organizations and Creators and does not act as employer, agent, reseller, distributor, or representative of either party.

3.2 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 4 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; Vague or incomplete Briefs may affect the validity of any subsequent rejection claim. The Platform’s Brief Builder is designed to ensure all required fields are completed before an Order is confirmed.

• 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.

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

6.2 Escrow & Payment Release

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

• Funds are released to the Creator upon explicit approval by the Organization via the Platform; or

• Funds are released automatically 14 days after Delivery Notification (as defined below), unless the Organization has formally rejected the Deliverables via the Platform’s dispute process within that period.

"Delivery Notification" means the automated notification sent to the Organization when the Creator uploads the final Deliverables to the Platform. The 14-day auto-release period begins at the timestamp of Delivery Notification. The Organization will receive a reminder notification 48 hours before auto-release.

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 email 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.

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.

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 & Product Valuation

9.1 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;

• 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.

9.2 Services & VAT

Each User is solely responsible for their own tax obligations in connection with their use of the Platform, including VAT obligations in their applicable jurisdiction. The Platform does not provide tax advice and is not responsible for VAT classification, reporting, or compliance by any User.

9.3 Creator Invoicing & VAT

Creators are solely responsible for issuing invoices to Organizations for the Deliverables produced under each Order. The Company does not issue invoices on behalf of Creators and is not a party to the billing relationship between Creators and Organizations for content services.

All Order prices displayed on the Platform are net of VAT. Where a Creator is VAT-registered in their country of establishment, applicable VAT is added on top of the Creator's net fee at checkout and collected from the Organization via the Platform's payment infrastructure. The VAT amount is held in escrow alongside the Creator's net fee and released to the Creator upon Order completion.

Creators are solely responsible for:

• issuing a valid invoice to the Organization upon completion of each Order, reflecting the net fee plus applicable VAT as collected at checkout;

• 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, including TicketBAI/BATUZ requirements where applicable under Bizkaia's Norma Foral fiscal framework.

The Company issues its own separate invoice to the Organization for the Platform Commission only. For Organizations established in EU member states other than Spain, this invoice is issued under the reverse charge mechanism in accordance with Article 44 of Council Directive 2006/112/EC, and no Spanish VAT is applied. Organizations are responsible for self-accounting for VAT on Platform Commission invoices where the reverse charge applies.

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

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.

10. Commission & Billing

The Platform charges a fixed 20% commission on the net Order value agreed between the Organization and the Creator. This commission is deducted automatically from the Creator payout at the point of payment release.

• 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) applicable VAT on the Creator's fee where the Creator is VAT-registered (see Section 9.3); and (iii) the Platform Commission. Each component is displayed separately and transparently to both parties before Order confirmation.

• The Creator's net payout on release equals the agreed net Order value less the 20% Platform Commission. VAT collected on the Creator's behalf is released to the Creator in full and is not subject to Commission.

• 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;

• 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 3 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 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 3-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.

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 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.

15.3 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 Creator Rights

Creators retain full ownership of all intellectual property in their Deliverables, except for the rights expressly licensed to the Organization in the confirmed Order. All licenses granted are limited to the scope, territory, duration, and media channels specified in the Order.

16.2 Moral Rights

All licenses granted under these Terms are exercised in a manner that respects the Creator’s moral rights under the Spanish Ley de Propiedad Intelectual. 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.

16.3 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 hello@moocontent.com.

16.4 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, and provide Platform services.

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

• Legal obligation: where required by applicable law.

• Consent: for marketing communications and, where applicable, for use of data in AI model improvement (separate consent will be requested for this purpose).

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18.3 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 (matching, pricing, scripting). This processing is based on the Company’s legitimate interests and does not require individual consent, provided effective anonymization is applied.

Where personal data is used for AI training or improvement purposes beyond anonymized analytics, the Company will seek explicit consent from affected Users in accordance with GDPR Article 6(1)(a) and will provide clear opt-out mechanisms.

18.4 Data Retention

Account data is retained for the duration of the User’s account and for a period of 5 years thereafter to comply with tax and legal obligations. Order records and Deliverables are retained for 5 years. Users may request deletion of personal data in accordance with the Privacy Policy, subject to legal retention obligations.

18.5 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 Commission fees actually received by the Company in respect of that Order.

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. Acceptable Use Policy

In addition to Section 13, Users must not:

• upload or transmit content containing child sexual abuse material (CSAM) or any content that sexualizes or exploits minors. Such content will be immediately reported to competent authorities;

• upload content that promotes terrorism, extremism, or incitement to violence;

• make misleading health or medical claims in advertising content;

• create content for products or services prohibited by applicable advertising standards;

• attempt to circumvent Platform security, access control, or data protection measures;

• scrape, harvest, or systematically collect data from the Platform without authorization.

The Company reserves the right to remove any content that violates this policy and to refer matters to law enforcement where legally required.

26. 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.