📖Terms and Conditions

General Terms and Conditions of use and contract. These Terms of Use were updated on Aug 25, 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 contracts entered into through it. The Website is owned by “Win Global Ventures LLC”, with registered office at 8 The Green Suite R, Dover, Delaware, United States of America, DE 19901.

The products marketed through the Website are issued and marketed by the WIN Investments subsidiary determined by the group in each case. In these Terms and Conditions, “WIN” shall refer interchangeably to any of the companies in the WIN group.

Any person wishing to access, use the Website, and enter into contracts through the Website must comply with these Terms and Conditions, together with all other policies incorporated herein.

In any case, 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, MUST REFRAIN FROM USING THE WEBSITE.

PURCHASES MADE ON THE PLATFORM ARE NON-REFUNDABLE.

GENERAL TERMS AND CONDITIONS OF USE OF THE WEBSITE

1. Purpose of the Website.

Through its Website, WIN allows Users to purchase Tokens, which are digitally represented securities on the blockchain. These Tokens represent the User's rights backed by participatory loan agreements entered into by WIN with the Football Training Clubs, the repayment of which is in turn backed by the income corresponding to them under the so-called “Solidarity Mechanism,” which is equivalent to 5% of any compensation paid to the previous club to be distributed proportionally to the training clubs in which the player has been registered during the calendar years between the ages of 12 and 23. These credits have been regulated by FIFA (in French, Fédération Internationale de Football Association), through the Regulations on the Status and Transfer of Players, Article 21 and Annex 5.

Tokens are governed by the terms and conditions set out in their conditions of issue.

2. Capacity

Use of the Website implies acceptance of these Terms and Conditions and the User's declaration that:

2.1. They have read and understand these Terms and Conditions.

2.2. They are a person with sufficient legal capacity to enter into contracts under the laws of the country in which they reside.

2.3. They assume all the obligations set forth herein.

2.4. That, as a natural person registering a legal entity as a User, they have sufficient capacity to enter into contracts on behalf of and in representation of the entity, as well as to bind the entity to these Terms and Conditions.

2.5. Those who have been suspended or disqualified by WIN from using the Website may not use the Website.

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

3. Modification of Terms and Conditions.

3.1. The User must carefully and thoroughly read these Terms and Conditions each time they access the Website, as they may be modified. WIN reserves the right to modify the Terms and Conditions at any time, at its sole discretion. The updated Terms and Conditions will be published on the Website.

3.2. By connecting to the Website, the User accepts the Terms and Conditions in force on that date. If the User does not agree with the current Terms and Conditions, they must notify WIN of their wish to close their account. Failure to expressly communicate this will imply that the User fully and tacitly accepts the current Terms and Conditions. The notification of account closure must be sent to WIN by email to the following address: [email protected].

3.3. WIN reserves the right to make, at any time and without prior notice, any modification or update to its content in general, as well as to any elements that make up the design and configuration of the Website. The User always retains the right to close their account, using the procedure detailed above, in the event that they do not agree with such modifications.

4. User Registration.

4.1. El mero hecho de la navegación y/o utilización del Sitio Web atribuye a quien la realice la condición de Usuario (en adelante, el “Usuario”) e implica la aceptación de estos Términos y Condiciones en todas y cada una de sus partes.

4.2. Cualquier persona puede crearse una Cuenta de Usuario (en adelante, la “Cuenta”) para poder navegar por el Sitio Web y adquirir Tokens, para lo cual deberá registrarse aportando un “Nombre de Usuario” y un e-mail válido.

4.3. A fin de adquirir Tokens, el Usuario deberá cumplir con los niveles de validación de identidad especificados por WIN. El Sitio Web le requerirá al Usuario que complete los datos personales que figuran en el formulario de registro (los “Datos Personales”).

4.4. En caso de que el Usuario provea información falsa, incorrecta, desactualizada o incompleta, o WIN tenga una base razonable de sospecha que dicha información sea falsa, incorrecta, desactualizada o incompleta, WIN tendrá el derecho de suspender o bloquear de manera temporalmente indefinida la Cuenta del Usuario y/o su acceso al Sitio Web. Los Usuarios serán responsables y garantizan ante cualquier eventualidad la veracidad, exactitud, vigencia y autenticidad de sus Datos Personales y de toda otra información ingresada al Sitio Web. 4.5. The User will access their Account by entering the validation code sent by WIN to the User at the email address provided by the User at the time of registration or through Google's “Single sign-on” authentication mechanism. Once registered, the User undertakes to preserve the confidentiality of their validation code and/or access credentials used in the chosen authentication system.

4.6. In order to acquire Tokens, the User must complete at least the first level of validation. Once the first level of validation has been completed, the User may reserve the Tokens and view them as reserved “Tokens” in their profile. The User understands that they will NOT receive the Tokens in their wallet via the Blockchain until they have successfully completed the second and third levels of validation. This also means that they will not be able to make any withdrawals of funds or returns if they do not reach this level of validation.

4.7. If, in WIN's opinion, 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 reservation, net of administrative expenses and applicable taxes. 4.8. WIN may, at its sole discretion, after notifying the User, temporarily or permanently terminate 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 law, morality, good customs, good professional and/or commercial practices, and/or that are harmful to WIN or third parties, without this giving rise to any right to compensation or reimbursement.

4.9. In the event that WIN decides to terminate a User's account for the reasons indicated in the previous section, and especially in the case of fraud, if the User has Tokens in their account, WIN may withdraw said Tokens from circulation.

5. General rules for using the Website.

5.1. The User agrees to use the Website in accordance with applicable law and these Terms and Conditions.

5.2. Users are prohibited from violating or attempting to violate the security of the Website, including, but not limited to:

5.2.1. Accessing data not intended for that User or logging into an account that the User is not authorized to access.

5.2.2. Evaluating or testing the vulnerability of the Website or the network, violating security or identification measures. Violations of the security of the Website or the network constitute criminal offenses and may result in civil liability. WIN will investigate cases of violations of the security of the Website and may refer them to the competent judicial or administrative authority for the purpose of prosecuting the Users involved in such violations.

5.2.3. Prevent access to any User, including, but not limited to, by sending computer viruses to the Website, or by 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, for use and/or display, or any part thereof in any manner, publicly display, perform, transmit, or distribute any of the foregoing without the prior specific written consent of WIN or as expressly permitted under the Terms and Conditions.

5.3. The User undertakes to hold WIN harmless from any possible claim, fine, penalty, sanction, or compensation that WIN or any of its affiliated companies, directors, administrators, managers, partners, or employees of WIN or any of its affiliated companies may be forced to bear as a result of the User's failure to comply with any of the above rules of use, reserving, WIN also reserves the right to seek compensation for any damages that may apply. Likewise, WIN reserves the right to close the Account of any Users who make inappropriate use of the Website or do not respect these Terms and Conditions.

6. How Tokens Work.

6.1. Through the Website, Users can purchase Tokens issued by WIN.

Tokens are governed by the terms and conditions of their respective issue documents. Notwithstanding this, an informative summary of how Tokens work is provided below for the User's ease and convenience. In the event of any contradiction, the terms and conditions set out in the issue documents for each Token shall prevail.

Tokens represent the User's rights backed by participatory loan agreements entered into by WIN with the Training Clubs, the repayment of which is in turn backed by the future contingent income corresponding to them from the aforementioned “Solidarity Mechanisms” whose owners - Training Clubs - have committed to in the respective participatory loan agreement entered into with WIN.

6.2. Each issue of Tokens is linked to a specific player, in relation to whom the Training Club has committed to WIN a percentage of the income it receives from the application of the Solidarity Mechanism. Users who acquire Tokens participate in such income in the proportion corresponding to the respective issue.

6.3. Each Token issue is backed by a contract between WIN and a player's Training Club, stipulating the Training Club's obligation to pay WIN a percentage of the contingent rights to be received from the Security Mechanisms in relation to the next transfer, in the form of repayment of the participatory loan granted by WIN to the Training Club with the funds collected from Users.

The Solidarity Mechanisms will be activated if the next transfer meets the requirements defined by FIFA regulations, which stipulate that the transfer of the player, whether permanent or on loan, must be for consideration, with the player's contract still in force, and between clubs affiliated to different associations or, if the training club is affiliated to a different association, in accordance with the conditions of issue of the Token.

If such a transfer occurs, the Solidarity Mechanisms will be activated in favor of the Training Club. If the transfer is permanent, the Training Club must allocate the percentage of the funds it receives from the Solidarity Mechanisms related to the issuance to the cancellation of the participatory loan entered into with WIN; in the case of a loan transfer, the Token will remain valid. WIN, in turn, will apply the funds received from the Training Club to the payment of Users who have acquired Tokens in the same issue.

6.4. The User understands that Tokens are based on a contingent right subject to the contingencies inherent in the soccer industry and the operation of Solidarity Mechanisms. The User assumes this risk, given the expectation that the next permanent transfer or loan - both for consideration - of the Player from his current club to a new club while his contract is still in force, will be higher than the Player Valuation taken for the issue and that the amount paid by the Training Club to WIN, net of expenses and taxes, will be sufficient to return the capital paid by the User plus a capital gain. The Tokens shall remain valid until:

a) The next definitive transfer of the player from his current club to a new club during the term of his contract, between clubs affiliated to different associations or, if they belong to the same association, if the Training Club is affiliated to a different association; and provided that such a transfer is for consideration and triggers the Solidarity Mechanisms established by FIFA.

b) the Player's retirement from professional football; or

c) the transfer of the Player without the Solidarity Mechanisms being activated because the player was released from his current club prior to the transfer (the “Free Transfer” or Out of Contract).

Explanation of each of these possible or probable scenarios: 6.4.1. Option a) will activate the Solidarity Mechanisms in favor of the Training Club, which must apply the percentage of the funds it receives through the Solidarity Mechanisms related to the issuance to the cancellation of the participatory loan entered into with WIN; which, in turn, will apply the funds received from the Training Club to the payment of users who have acquired Tokens in the same issuance. Once this has happened, the title will remain in force until the User has effectively received the value corresponding to their Token holdings. Once option a) has been exercised, it may be that: (i) the amount paid by the Training Club to WIN, net of expenses and taxes, for whatever reason, is sufficient to return the capital paid by the User, in which case the User will recover the entire capital. (ii) the amount paid by the Training Club to WIN, net of expenses and taxes, for whatever reason, is sufficient to return the capital paid by the User plus a capital gain, in which case the User will recover the entire capital invested plus the capital gain. (iii) the amount paid by the Training Club to WIN net of expenses and taxes, for whatever reason, is not sufficient to return the capital paid by the User, in which case the User will only recover part of the capital. In the event that WIN does not receive any amount from the Training Club, it will owe nothing to the User, in which case the User will lose all of the capital paid, given that the Token replicates the nature of the real economy asset underlying the issue. 6.4.2. Option b) involves the Player's retirement from professional soccer, resulting in the User losing the entire amount paid.

6.4.3. Out of Contract is the type of transfer that takes place when a player signs with a new club when he is not contractually bound to any previous club and there is no transfer agreement. There are four possible reasons for the termination of the player's previous contract: the contract with the previous club has expired; the contract with the previous club was terminated unilaterally; the player mutually agreed to an early termination with his previous club; the player did not have a contract with his previous club, i.e., he was an amateur. Option c) means that the next transfer has taken place without the Solidarity Mechanisms being activated, and the User consequently loses the entire amount paid. Both option b) and option c) will mean — in accordance with the terms agreed in the participatory loan agreement entered into with the Training Club — the remission to the Training Club of the total amount of the participatory loan granted by WIN, with the same consequence for the User, and the Token will be extinguished by operation of law.

If the player's next definitive transfer from their current club occurs between clubs in the same association, and the training club is also affiliated with that same association, the Solidarity Mechanisms will not be activated and the Token will remain in effect until the next transfer that activates the Solidarity Mechanisms in accordance with paragraph a) occurs, or until the Token is extinguished in accordance with paragraphs b) or c). In the event that the Player is transferred on a paid loan from his current club to a new club during the term of his contract, between clubs affiliated with different associations or, if they are from the same association, if the Training Club is affiliated with a different association, such transfer on a paid loan will activate the Solidarity Mechanisms.

In this case, the User will accrue a right to payment, correlated with the funds received by the Training Club through the Solidarity Mechanisms, which must be applied to the payment of the participatory loan entered into with WIN; WIN, in turn, will apply the funds received from the Training Club to the payment of Users who have acquired Tokens in the same issue. Should such an event occur, WIN shall pay the User the amount corresponding to them from the amount paid by the Training Club to WIN, net of expenses and taxes. In the event that WIN does not receive any amount from the Training Club, it shall owe nothing to the User, given that the Token replicates the nature of the real economy asset underlying the issue.

Notwithstanding the foregoing, and even if a collection right has accrued in favor of the User, the Token shall not be extinguished and shall remain in force until a definitive transfer occurs that activates the Solidarity Mechanisms in accordance with section a) or until the Token is extinguished in accordance with sections b) or c). Given that the legal nature of the Tokens is that of a financial instrument – participatory loan – when scenario a) occurs, whatever WIN receives for the total or partial cancellation of the loan by the Training Club will be applied in equal measure to the payment to Users who have acquired Tokens in that issue.

The User understands that until the Training Club pays the participatory loan to WIN, WIN shall owe nothing to the User. Notwithstanding the foregoing, WIN is authorized – if it so decides at its sole discretion – to advance all or part of the repayment of the Token if option a) has occurred, which advance shall be at WIN's risk, i.e., at the risk that the FIFA Clearing House will not pay the Training Club and at the risk that the Training Club will not pay WIN. The exercise of this power is governed by the provisions of Section 9 of these Terms and Conditions. 6.5 The User may withdraw funds already credited to their user profile using their wallet via cryptocurrencies - stablecoins, as well as other payment methods that may be offered on the Website.

If bank transfer is selected as the withdrawal method, the name of the bank account holder must match the User's validated name as per the KYC process.

Each User must provide the correct information and details according to the withdrawal method they choose. WIN is not responsible for delays, rejections, or errors resulting from the provision of incorrect, incomplete, or outdated information by the User. This responsibility lies solely with the User. 6.6. The User may consult the full terms and conditions of issue of the Tokens in the issue documents corresponding to the Tokens they will acquire. 7. Acquisition of Tokens. 7.1. The selection and purchase of Tokens is at the sole discretion of the User, who may choose from all the options available on the Website. Each Token is linked to a soccer player for whom the corresponding Training Club has entered into a participatory loan agreement with WIN, backed by the income corresponding to that player under the so-called “Solidarity Mechanism.”

7.2. Tokens may be purchased using credit or debit cards enabled on the Website, with stablecoins and/or with other means of payment available on the Website.

7.3. The purchase of Tokens does not in any way imply the purchase of a virtual currency (cryptocurrency). Potential Users are advised to consult with tax, legal, and financial advisors before making any purchase. WIN does not guarantee the accuracy of player market valuations or financial projections presented. It is advisable to conduct due diligence and not rely solely on the financial estimates provided.

Until the aforementioned requirements are duly met, the Tokens will be considered “reserved” and the contract corresponding to the Token will not be considered concluded. Once your information has been validated, you will be added to the Whitelist with the respective address of the associated virtual wallet, where the Tokens - reserved until that point - will be credited, at which point the contract will be deemed signed and finalized. 7.4. Please note that, as of the date of these Terms and Conditions, US citizens cannot purchase Tokens on our Website due to regulatory restrictions established by the US Securities and Exchange Commission (SEC) regarding the sale of this type of product.

7.5. When the User purchases one or more Tokens, they are transferred to the virtual wallet provided by the User. WIN is not responsible for the operation of said virtual wallet, nor for the custody of the Tokens once they have been transferred to it. The User is solely responsible for maintaining the security of the virtual wallet in which the Tokens are stored and for all transactions involving them. The User is solely responsible for any loss, compromise, or theft due to unauthorized access to their virtual wallet, and WIN shall not be liable for any damages or compensation arising from such incidents. The User may decide where to store the Tokens. Once they are deposited in their virtual wallet, WIN is not responsible for their safekeeping. 7.6. The nominal price of each Token issue is aligned with the initial valuation of the tokenized player. The nominal price of each Token is calculated by dividing the initial valuation of the player by 100,000,000 (one hundred million), according to the following formula:

Nominal price per Token = Player valuation / 100,000,000.

This model replaced the previous scheme of a single price of €1 for all tokens, allowing for greater accuracy as the nominal price of each Token is aligned with the initial valuation of the player. 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 purchase of new Tokens.

7.8. Any purchase of Tokens made using these funds will be subject to the same purchase fee applicable to any standard transaction on the Website, which currently amounts to 8% of the purchase amount. 8. Transfer of Tokens. 8.1. Tokens require the express prior authorization of the issuer for their transfer.

8.2. The User understands and acknowledges that Tokens are not currently classified as negotiable securities under the control of the securities commission or equivalent body in their country. The issuance is not authorized by such regulatory agencies and is not subject to the reporting and oversight regime established in the regulations of such agencies or bodies, which have not issued an opinion on the data contained in the offering documents or on the accuracy of the accounting, financial, and economic information, as well as any other information regarding the issuance, which is the sole responsibility of the issuer and other parties involved. 9. Advance notice to users. 9.1. The User's collection rights are subject to compliance with the condition set forth in the terms and conditions of issue, consisting of the player's next transfer or loan for consideration, occurring under the terms set forth in the terms and conditions of issue.

Once the condition has been met, the Solidarity Mechanisms established by FIFA in favor of the Training Club will be activated, which must apply the percentage of the funds it receives through the Solidarity Mechanisms related to the issue to the cancellation of the participatory loan entered into with WIN, which, in turn, will apply the funds received from the Training Club, net of expenses, commissions, taxes, and withholdings, to the payment of Users who have acquired Tokens in the same issue.

9.2. The User understands and accepts that, in accordance with the conditions of issue, until the Training Club pays the participatory loan to WIN, the latter shall owe nothing to the User. Notwithstanding the foregoing, WIN shall be entitled, if it so decides at its sole discretion, once the collection condition has been met, to advance all or part of the funds to Users at its own risk, i.e., at the risk that the FIFA Clearing House will not pay the Training Club and at the risk that the Training Club will not pay WIN. The exercise of such power by WIN shall not modify the Users' collection rights as regulated in the Token issuance conditions, shall not create any right in favor of the User to receive advances in the future, nor shall it imply any waiver of its rights by WIN except as provided herein. In this case, the funds will be advanced to Users according to an estimated calculation made in accordance with the information available on the market at that time and will be adjusted upwards, if applicable, when the Training Club repays the participatory loan to WIN. Any downward adjustment will be absorbed by WIN. WIN waives its right to require Users to repay any advance received in excess of the amount due. 10. Intellectual property rights. 10.1. All intellectual property rights over the Website and its contents, including programming, design, applications, graphics, codes, text or images, trademarks, trade names, distinctive signs, and other elements contained on the Website belong exclusively to WIN, including the WIN Investments trademark, or WIN has sufficient rights and/or authorizations for their use. As a result of the above, any reproduction, distribution, public communication (including making available), transformation, or any other form of exploitation, even if the sources are cited, is prohibited, unless prior, express, and written consent has been obtained from WIN or the owner of the rights concerned.

10.2. 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 by email at: [email protected]. 11. Risk assumption By accepting these Terms and Conditions, the User declares, accepts, and acknowledges:

11.1. Our Website does not store, send, or receive crypto assets. This is because such assets exist only by virtue of their registration on the blockchain that supports them, and not on the Website. Once the relevant formalities have been completed, token transactions are irreversible and, as a result, losses due to fraudulent or accidental transactions may not be recoverable.

11.2. There are risks associated with using an Internet-based Token payment currency, including, but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software being introduced, and the risk that third parties may gain unauthorized access to the information stored in your wallet. You agree and acknowledge that WIN shall 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. 11.3. The regulatory regime governing blockchain technologies, cryptocurrencies, and Tokens is uncertain, and new regulations or policies may substantially adversely affect the development of the Website and the utility and/or functionality of the Tokens.

11.4. We do not control the public blockchains with which you interact or certain smart contracts and protocols that may be fundamental to the User's ability to complete transactions on these public blockchains or to reverse any transaction on the blockchain. 11.5. Purchases made with Tokens are high risk and may result in the total loss of the amounts paid, given the random nature of the factors that determine this. The risks inherent in Tokens are detailed in the Token issuance conditions. It is the User's responsibility to read these risks in detail prior to purchasing Tokens. 12. Communications Users agree to receive newsletters and communications from WIN at the email address registered in their Account. Users shall have the right at any time to request that WIN stop sending them electronic communications. To exercise this right, they may use the link included at the end of each email sent by WIN to the User. Once this action has been taken, we will cease sending informational communications, retaining only those necessary for compliance with legal or contractual obligations. 13. Language The language applicable to these Terms and Conditions is Spanish. If versions in other languages, such as English, are provided, it is solely for the convenience of the User. In the event of any contradiction, the Spanish version shall prevail. 14. Form The User accepts and is aware that both the primary acquisition of the Tokens and any subsequent transfer of rights in electronic form have the same legal validity as their formalization by means of a handwritten signature, given that acceptance of these Terms and Conditions implies providing the necessary digital and registered consent. 15. Jurisdiction and Applicable Law These Terms and Conditions shall be governed by and construed in accordance with the laws of the Kingdom of Spain. Any dispute or claim arising out of or in connection with 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.