📖Terms and Conditions

General Terms and Conditions of use and contract. These Terms of Use were updated on May 19, 2025.

WIN INVESTMENTS Terms and Conditions

These general terms and conditions of use and contracting (hereinafter, the “Terms and Conditions”) regulate the access and use, by the User (as defined below), of the website https://www.win.investments/ (hereinafter, the “Website”), as well as the contracting carried out through it. The Website is owned by “Win Global Ventures LLC”, domiciled at 8 The Green Suite R, Dover, Delaware, United States of America, DE 19901.

The securities traded through the Website are issued and traded by such subsidiary of WIN Investments as may be determined by the group in each case. In these Terms and Conditions “WIN” shall refer to any of WIN's group companies interchangeably.

Any person wishing to access, use the Web Site and make purchases through the Web Site shall be subject to these Terms and Conditions, together with all other policies and incorporated herein.

In any case, the use of the Website implies acceptance by the User of these Terms and Conditions. ANY PERSON WHO DOES NOT ACCEPT THESE TERMS AND CONDITIONS, WHICH ARE MANDATORY AND BINDING, SHOULD REFRAIN FROM USING THE WEBSITE.

INVESTMENTS MADE ON THE PLATFORM ARE NON-REFUNDABLE.

GENERAL CONDITIONS OF USE OF THE WEBSITE

1. Purpose of the Web Site

WIN, through the Website, allows Users to acquire Securities (TV) placed in the market by public offering through a Security Offering (SO) framed in the Securities Market and Investment Services Law (LMVSI) of Spain. These TVs are complemented with a Utility Token (UT), which operates over blockchain as an administrative and management facilitator of the TV. This complementation will be referred to hereinafter as SOUT (Security Offer + Utility Token) with the scope defined above (hereinafter “SOUT”).

The SOUT are negotiable securities that have, on the one hand, the documentary of the case according to the Spanish commercial law, and on the other hand, the complementation of a utility token that acts as a facilitator of the visualization and management of the investment, which as such is conveyed over Blockchain. Both elements together make up the SOUT. The TVs implicit in the SOUT represent the investor's rights backed by participating loan agreements entered into by WIN with the Soccer Training Clubs whose repayment is in turn backed by the revenues accruing to them under the so-called “Solidarity Mechanism” which is equivalent to 5% of any compensation paid to the former club to be distributed proportionally to the training clubs in which the player has been registered during the calendar years between 12 and 23 years of age. These credits have been regulated by FIFA (in French, Fédération Internationale de Softball Association), through the Regulations on the Status and Transfer of Players, Article 21.

The SOUT are issued and marketed by WIN SPORTS MARKET, SA, domiciled at Calle Goya 51 1º Izquierda, Madrid, Spain.

2. Capacity

The User's use of the Website implies acceptance of these Terms and Conditions and the User's declaration of:

2.1. That he/she has read and understands what is set forth in these Terms and Conditions.

2.2. That he/she is a person with sufficient legal capacity to contract in accordance with the legislation of the country in which he/she resides.

2.3. That he/she assumes all the obligations set forth herein.

2.4. That the acceptance of the present Terms and Conditions includes the conformity to the documentary by which the acquisition of the participating loan inherent to the figure of the Spanish mercantile law underlying the business model instrumented by means of the SOUT is instrumented.

2.5. That, being a human person who registers as a User to a legal entity user, has sufficient capacity to contract on behalf of the entity, as well as to bind the same under these Terms and Conditions.

2.6. The Website may not be used by those who have been suspended or disqualified by WIN from using the Website.

In order to purchase SOUT, users must have a Validation Level 3 as defined by WIN. Persons under 18 years of age, politically exposed persons under the laws of their country of residence and citizens of the United States of America may not purchase SOUT.

3. Modification

3.1. The User should carefully and comprehensively read these Terms and Conditions each time the User accesses the Website, as they are subject to change. WIN reserves the right to modify, at its sole discretion, the Terms and Conditions at any time, which will be published on the Website from time to time.

3.2. By connecting to the Website, the User agrees to the Terms and Conditions in effect on such date. In case of disagreement with the current Terms and Conditions, the User shall communicate to WIN its will to close its account within 10 (ten) days. The communication of account closure shall be sent to WIN, via e-mail to the following address [email protected]. In such case, and having agreed the form of disaffection and / or transfer to third parties of the SOUT of which it was holder, the User's account will be disabled. Upon expiration of the period of 10 (ten) days without a notice of closure, the User shall be deemed to accept the Terms and Conditions in force.

WIN reserves the right to make, at any time and without prior notice, any modification or update of its contents in general, as well as any elements of the design and configuration of the Website. The User always retains the right to close his account, by the procedure detailed above, in the event that he does not agree with such modifications.

4. General rules of use of the Web Site

4.1. The mere fact of browsing and / or use of the Website confers the condition of User (hereinafter, the “User”) and implies acceptance of these Terms and Conditions in each and every one of its parts.

4.2. Any person can create a User Account (hereinafter, the “Account”) in order to navigate the Website and acquire SOUT for which you must register by providing a “User Name” and a valid e-mail.

4.3 In order to purchase SOUT, the User must comply with the levels of identity validation specified by WIN. The Website will require the User to complete the personal data contained in the registration form (the “Personal Data”).

4.4. The User assumes the obligation to review and keep its Personal Data up to date. WIN is not responsible for the accuracy of the User's Personal Data. In the event that the User provides false, incorrect, inaccurate, outdated or incomplete information, or WIN has a reasonable basis to suspect that such information is false, inaccurate, outdated or incomplete, WIN shall have the right to temporarily suspend or block indefinitely the User's Account and/or access to the Website. Users shall be responsible for and guarantee the truthfulness, accuracy, currency and authenticity of their Personal Data and all other information entered on the Website in the event of any eventuality.

4.5. The User shall access its Account by entering the validation key sent by WIN to the User at the email address indicated by the User at the time of registration. The User, once registered, undertakes to preserve the confidentiality of its validation key.

4.6. In order to acquire the SOUT the User must complete at least the first level of validation. Once the first level of validation is completed, the User will be able to make the reservation of the SOUT by displaying them reserved as “Tokens” in his/her profile. The User understands that he will NOT receive the SOUT in his wallet through the Blockchain until he has successfully completed the second and third level of validation. This also implies that he/she will not be able to make any type of withdrawal of funds or yields in case he/she does not reach this level of validation.

4.7. In the event that at WIN's discretion the User does not meet any of the requirements to reach the third level of validation, WIN will proceed to refund the amounts transferred by the User as a reserve net of administrative expenses and applicable taxes.

WIN may, at its sole discretion, upon notice to the User, terminate temporarily or permanently, the Accounts of those Users who violate the Terms and Conditions, and/or the Privacy Policy, and/or for any other reason that WIN considers to be in violation of the laws, morals, good customs, good professional and/or commercial practices and/or harmful to WIN or third parties, without giving rise to any right to compensation or indemnification.

4.9. In the event WIN decides to terminate a User's account for the reasons set forth in the preceding paragraph and in particular in the case of fraud, if the User has SOUT in its account, WIN may remove such SOUT from circulation.

5. General rules of use of the Web Site

5.1. El Usuario se compromete a usar el Sitio Web conforme a la ley y a estos Términos y Condiciones.

5.2. Los Usuarios tienen prohibido violar o atentar una violación a la seguridad del Sitio Web, incluyendo, pero no limitándose a:

5.2.1. El acceso a datos que no estén destinados a tal Usuario o entrar en una cuenta cuyo acceso no está autorizado.

5.2.2. Evaluar o probar la vulnerabilidad del Sitio Web, o de la red, violar las medidas de seguridad o identificación. Las violaciones de la seguridad del Sitio Web o de la red constituyen delitos penales y pueden derivar en responsabilidades civiles. WIN investigará los casos de violaciones a la seguridad del Sitio Web, pudiendo dirigirse a la autoridad judicial o administrativa competente a los efectos de perseguir a los Usuario involucrados en tales violaciones.

5.2.3. Prevent access to any User, including, but not limited to, by submitting computer viruses to the Website, or through saturation or denial of access attacks.

5.2.4. Copy, modify, reuse, create derivative works from, download, adapt, reverse engineer, emulate, migrate, translate, compile, decompile or disassemble the Website (or any part thereof), or any content thereof to use and/or display them or any part of them in any manner, publicly display, perform, transmit or distribute any of the foregoing without WIN's specific prior written consent or as expressly permitted under the Terms and Conditions.

5.3. The User, agrees to hold WIN harmless against any claim, fine, penalty, sanction or indemnity that WIN or any of its related companies, directors, officers, managers, partners or employees of WIN or any of its related companies may be required to bear as a result of the User's breach of any of the above rules of use, and WIN further reserves the right to seek compensation for any damages that may be payable. WIN also reserves the right to close the Account of those Users who make inappropriate use of the Website or do not respect these Terms and Conditions.

7. SOUT's Acquisition

7.1. It is at the sole discretion of the User the choice and acquisition of the SOUT, being able to choose among all the options available on the Website. Each SOUT is linked to a Football Player in respect of whom the relevant Forming Club has entered into a participating loan agreement with WIN backed by the revenues accruing to it under the so-called “Solidarity Mechanism” in respect of such player.

7.2. The purchase of the SOUT can be made by means of credit or debit card enabled on the Website, with stablecoins and/or with the other means of payment available on the Website.

7.3. The purchase of SOUT implies on the one hand the conclusion of a participatory loan agreement between the User and WIN - hereinafter referred to as “security” - and simultaneously the acquisition of a UT - digital asset registered in a Blockchain with the functionalities described above. The purchase of SOUTs does not imply in any case the purchase of a virtual currency (cryptocurrency). The subscription of the participatory loan contract representing the security is subject to the User's compliance with the requirements of User Validation Level 3. To do so, you must complete your personal information and perform identity validation as required by WIN on the Website.

Potential investors are advised to consult with tax, legal and financial advisors prior to making any investment. WIN does not guarantee the accuracy of the market valuations of the players, nor of the financial projections presented. You are advised to perform due diligence and not to rely solely on the financial estimates provided. For further details, please refer to our Important Disclosures and the offering documentation available on the Website.

Hasta tanto no se cumpla debidamente con los requisitos referidos, los SOUT se considerarán “reservados” y el contrato correspondiente al título valor, no se considerará celebrado. Una vez validada su información, el Usuario será incorporado a la Whitelist con la respectiva dirección de la wallet o billetera virtual asociada, en la que serán acreditados los SOUT - hasta esa instancia reservados - dándose a esa instancia por suscrito y perfeccionado el contrato representativo del Título Valor.

7.4. Tenga en cuenta que a la fecha de los presentes Términos y Condiciones, los ciudadanos estadounidenses no pueden comprar SOUT en nuestro Sitio Web debido a las restricciones regulatorias establecidas por la Comisión de Bolsa y Valores de los Estados Unidos de América (SEC) con respecto a la venta de este tipo de título valores. 7.5. When the User purchases one or more SOUTs, the SOUTs are transferred to the virtual wallet informed by the User. WIN is not responsible for the operation of such virtual wallet, nor for the custody of the SOUTs once transferred to it. The User is solely responsible for maintaining the security of the virtual wallet in which the SOUTs are stored and for all transactions occurring with respect thereto. The User is solely responsible for any loss, compromise or theft due to unauthorized access to its virtual wallet and WIN shall not be liable for any damages or compensation arising from such incidents. The User may decide where to keep the SOUT. Once they are deposited in your virtual wallet WIN is not responsible for their safekeeping.

7.6 As of the implementation of the new token pricing model, the nominal price of each SOUT issuance will be aligned with the initial valuation of the tokenized player. The Nominal Price of each token will be calculated by dividing the player's initial valuation by 100,000,000 (one hundred million), according to the following formula: Nominal Price per Token = Player Valuation / 100,000,000. This model replaces the previous scheme of a single token price of €1, allowing for greater accuracy as the nominal price of each token is aligned with the player's initial valuation.

7.7. Users may choose to use the funds available in their account on the Website —derived from previously obtained returns— as a means of payment for the acquisition of new SOUTs.

7.8. Every acquisition of SOUTs made using such funds will be subject to the same acquisition fee applicable to any standard transaction on the Website, which currently amounts to 8% of the invested amount.

8. SOUT transfers.

8.1 In compliance with Article 35 of the Securities Markets and Investment Services Law (LMVSI), the Securities (TV) and Utility Tokens (UT) issued under the SOUT are securities that, in order to be transferred, require the express and prior authorization of the Issuer.

8.2. The User understands and acknowledges that the SOUT do not currently fall within the offerings of negotiable securities under the control of the securities commission or equivalent agency of its country and, as such, are not authorized by such regulatory agency and, therefore, the issuance is not subject to the informative, general and periodic regime, The issuance is not subject to the general and periodic information and control regime established in the regulations of such agencies or organizations, which have not issued any judgment on the data contained in the offering documents or on the veracity of the accounting, financial and economic information, as well as any other information provided therein, which is the sole responsibility of the issuer and other parties involved.

9. Intellectual property rights

9.1. All intellectual property rights on the Website and its contents, including programming, design, applications, graphics, codes, text or images, trademarks, trade names, logos and other items contained on the Website belong exclusively to WIN, including the WIN Investments brand, or WIN has sufficient rights and / or authorizations for its use. As a result of the foregoing, any reproduction, distribution, public communication (including making available), transformation or any other form of exploitation, even if it is quoting the sources, is prohibited, except with the express prior written consent of WIN or the owner of the rights concerned.

9.2 WIN reserves the right to take appropriate legal and/or administrative action against Users who violate or infringe intellectual property rights. If you detect any infringement, please notify us at our email: [email protected].

10. Risk assumption

By accepting these Terms and Conditions, the User declares that he/she accepts and acknowledges:

10.1. Our Website does not store, send or receive cryptographic assets. This is because such assets exist only by virtue of registration on the blockchain that supports them, and not on the Website. SOUT transactions - once the relevant formalities have been completed - are irreversible and, consequently, losses due to fraudulent or accidental transactions may not be recoverable.

10.2. There are risks associated with the use of an Internet-based investment payment currency, including but not limited to the risk of hardware, software and Internet connections, the risk of introduction of malicious software and the risk that third parties may gain unauthorized access to information stored in your wallet. You agree and acknowledge that WIN will not be liable for any communication failure, interruption, error, distortion or delay you may experience when using the Website for transactions, regardless of the cause.

The regulatory regime governing blockchain technologies, cryptocurrencies and SOUTs is uncertain, and new regulations or policies may materially adversely affect the development of the Website and the usefulness and/or functionality of the SOUTs. Currently, the respective White Papers related to each issue are duly framed in the Securities Market and Investment Services Law (LMVSI) of Spain.

10.4. We do not control the public blockchains with which you interact or certain smart contracts and protocols that may be critical to the ability to complete transactions on these public blockchains by the User to reverse any transaction on the blockchain.

10.5. Investments in SOUTs are high risk and may entail the total loss of the amounts invested, given the randomness of the occurrence of factors that so determine. The risks inherent to the SOUT are detailed in the conditions of issue of the SOUT (White Paper). It is the User's responsibility to read the detailed risks prior to the acquisition of the SOUT.

11. Communications

Users consent to receive newsletters and communications from WIN to the email address registered in their Account. Users shall at all times have the right to request to discontinue receiving electronic communications from WIN. To exercise this right, they may use the unsubscribe link included at the bottom of each email sent by WIN to the User. Once this action has been taken, we will cease sending informative communications, keeping only those necessary for the fulfillment of legal or contractual obligations.

12. Language

The language applicable to these Terms and Conditions is Spanish. If versions in other languages such as English are provided, it will be only for courtesy and convenience for the User. In case of contradiction, the Spanish version shall prevail.

13. Form

The User accepts and is aware that both the primary acquisition of the SOUT, as well as any subsequent assignment of rights managed on the Website, have the same legal validity as its formalization by handwritten signature, since the acceptance of these Terms and Conditions implies providing the due digital and registered consent, in accordance with Law 34/2002 and the eIDAS Regulation in force in Spain.

14. Jurisdiction and governing law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Kingdom of Spain. Any controversy or claim arising out of or relating to these Terms and Conditions, including their formation, interpretation, breach or termination, shall be resolved exclusively by the Courts and Tribunals of Madrid, expressly waiving any other jurisdiction that may apply.