Rewards | Phlote

Phlote Holdings, LLC Rewards

Terms and Conditions

The Phlote Holdings rewards program (the "Program") is offered by Phlote Holdings, LLC (“Phlote,” “we,” or “us”). Partners of the Program (each, a “Partner”) are responsible for remaining familiar with these Terms and Conditions (the “Terms”). These Terms apply to each Partner’s participation in the Program. By participating in the Program, Partner agrees to be bound by these Terms. Partners are also bound by the Phlote Terms of Service, which can be found here (the “Phlote TOS”). Defined terms not defined herein shall have the meaning ascribed to such terms in the Phlote TOS. To the extent that there is a conflict between these Terms and the Phlote TOS, these Terms shall control, solely with respect to the Program.

From time to time, Phlote, in its sole discretion, may change, discontinue, or add the interactions where Partners can earn points (“Points”), the number of Points earned, and the redemption amount of Points for cash rewards (“Rewards”) with prior notification to Partners. In all matters relating to the administration of the Program, the decisions of Phlote will be final. Phlote reserves the right to change or cancel any aspect of the Program, at any time. If Phlote changes these Terms, Phlote will give Partners notice by posting the new Terms. Those changes will go into effect on the Last Revised date shown in the revised Terms. By continuing to participate in the Program, Partner is agreeing to the revised Terms.

ENROLLMENT

Partners are automatically “enrolled” and join the music collective (“Music Collective”) when they are given “Creator” status to upload original content on Phlote.xyz.

EARNING POINTS AND REWARDS

Points measure, track, and reward Partners for their contributions to the music collection on Phlote.xyz. Partners earn Points each time their original content is downloaded by other user accounts.

Phlote has a total supply of one billion (1,000,000,000) Points (the “Total Supply”). Out of the Total Supply, two hundred million (200,000,000) Points shall be allocated to Phlote management and the remaining eight hundred million (800,000,000) Points will be available for Partners to earn based on their contribution to the music on Phlote.xyz.

Partners may earn the following:

One (1) Point for each new download of such Partner’s Contribution (as defined in the Phlote TOS) by a User Account (as defined in the Phlote TOS)

For the avoidance of doubt, no Points shall be earned when Partners download their own Contributions and no Points shall be earned for multiple downloads of the same track by the same User Account.

REDEEMING REWARDS

Subscription revenues shall be split 50%/50% between platform and Partners. Each Parter’s share of subscription revenues is linked to the proportion of outstanding Points they have earned.

License revenues are split 20%/80% between platform and Partners. Each Partner’s share of licensing revenues is linked too the proportion of outstanding Points earned.

From time to time, Phlote may offer additional offers and benefits to Partners.

CANCELLATION AND CLOSURE OF ACCOUNT

Partners have the right to cancel their participation in the Music Collective by emailing aj@phlote.co. By canceling their participation, Partner will no longer be a part of the Program any Points and Program benefits will end. Phlote, in its sole discretion, may terminate Partnerships with notice.

LIQUIDATION EVENT

In the event of a Liquidation Event, any Points that are not earned out of the Total Supply shall be forfeited. A "Liquidation Event" means any of the following:

(a) the liquidation, dissolution, or winding up of Phlote, whether voluntary or involuntary;

(b) a merger or consolidation of Phlote with or into another entity, other than a transaction in which the stockholders of Phlote immediately prior to such transaction retain (by virtue of securities in the surviving entity or otherwise) more than 50% of the voting power of the surviving or acquiring entity; or

DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, AND ALL CONTENT AVAILABLE ON THE RELATED WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTNER ACKNOWLEDGES AND AGREES, BY PARTNER’S PARTICIPATION IN THE PROGRAM AND USE OF RELATED WEBSITES, AS APPLICABLE, THAT PARTNER’S USE IS AT PARTNER’S SOLE RISK, THAT PARTNER ASSUMES FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT PARTNER USES IN CONNECTION WITH PARTNER’S USE, AND THAT PHLOTE AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS ("AFFILIATES") SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO PARTNER’S USE OF THIS WEBSITE OR PARTNER’S PARTICIPATION IN THE PROGRAM.

IN PARTICULAR AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PHLOTE AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE PROGRAM OR RELATED WEBSITES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PHLOTE AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM PARTNER’S ACCESS TO OR USE OF THE PROGRAM OR RELATED WEBSITES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF PHLOTE’S SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE PROGRAM OR RELATED WEBSITES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE PROGRAM WEBSITES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE WEBSITE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PHLOTE OR ITS AFFILIATES BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR RELATING TO THE PROGRAM OR RELATED WEBSITES, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of the above limitations and disclaimers may not apply to Partner. To the extent Phlote may not, as a matter of applicable law, disclaim any warranty or limit Phlote’s liability, the scope and duration of such warranty and the extent of Phlote’s liability will be the minimum permitted under such law.

INDEMNIFICATION

To the maximum extent permitted by applicable law, Partner agrees to indemnify, defend and hold Phlote (and its Affiliates), harmless from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown including reasonable attorneys' fees, arising out of Partner’s use of the Program-related websites or arising from a breach of these Terms by Partner or anyone using Partner’s account, or Partner’s violation of any law or the rights of a third party. If Phlote assumes the defense of such a matter, Partner will reasonably cooperate with Phlote in such defense.

Arbitration Agreement & Waiver of Certain Rights

Partner and Phlote agree that, except as set forth below, they will resolve any controversies, claims, counterclaims, or other disputes between Partner and Phlote or Partner and a third-party agent of Phlote (a “Claim”) through final and binding arbitration instead of through court proceedings in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules”). This arbitration agreement applies to any existing or future Claims that Partner has not individually filed in a court of law or in arbitration prior to the date Partner agreed to these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. Partner and Phlote hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. A court of competent jurisdiction has exclusive authority to determine the existence, scope, and validity of the arbitration agreement and the arbitrability of any claim or counterclaim, including, without limitation, whether any conditions precedent to the commencement of an arbitration have been completely satisfied and any objections with respect to any of the foregoing.

To begin an arbitration proceeding, Partner must send Phlote an individual letter signed by Partner requesting arbitration and describing Partner claim at 2031 Maryland Ave, Baltimore Maryland, 21218. This letter must be sent at least ten (10) business days before Partner initiate an arbitration proceeding against Phlote.

Any party to the arbitration may at any time serve an offer of compromise in writing upon any other party to the action. Offers of compromise pursuant to these Terms will be adjudicated and interpreted in accordance with California Code of Civil Procedure section 998.

If Partner demonstrates that the costs of arbitration will be prohibitive as compared to the costs of litigation, Phlote will pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude Partner or Phlote from seeking action by federal, state, or local government agencies. Partner and Phlote also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. Either party may elect that a Claim be filed exclusively in a small claims court of competent jurisdiction by providing notice to the other party. In the event a Claim has already been filed in arbitration, the party who has filed that Claim will, within ten (10) business days of receiving such a notice, withdraw their Claim from arbitration. The parties will then proceed with the Claim exclusively in small claims court. A party may apply to any court of competent jurisdiction to enforce the terms of this paragraph. In addition, Partner and Phlote retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions. Any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither Partner nor Phlote may act as a class representative or private attorney general, nor participate as a Partner of a class of claimants, with respect to any Claim. Partner may not bring Claims in arbitration on a class or representative basis. The arbitrator can decide only Partner’s and/or Phlote’s individual Claims.

If for any reason a Claim proceeds in court rather than in arbitration, Partner and Phlote each waive any right to a jury trial. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.

This Arbitration Agreement Section of the Terms will survive the termination of Partner relationship with Phlote.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT PARTNER OR PHLOTE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Mass Arbitration Process Requirements

If twenty-five (25) or more similar claims are asserted against Phlote at or around the same time by the same or coordinated counsel or are otherwise coordinated (and Partner Claim is one such claim) (a “Mass Arbitration”), Partner understand and agree that the resolution of Partner Claim might be delayed. Partner also agrees to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Regardless of the provisions in the arbitration agreement above about the prohibitive costs of individual arbitration for Partner, if Partner’s lawyer or their business partner are directly or indirectly paying or advancing the arbitration fees and costs in a mass arbitration on Partner’s behalf, the Process Arbitrator shall have discretion to determine whether the total arbitration fees and costs due to AAA should be split evenly between the claimants, on the one hand, and us, on the other hand. The Process Arbitrator shall make or confirm this discretionary decision before the initiation of each batch, as set out below. In the final decision, the arbitrator can reevaluate and divide the arbitration fees and costs among the parties in amounts they see fit to ensure a fair division among the parties. Twenty (20) claims shall be selected to proceed to individual arbitration proceedings as part of a first batching process, ten (10) of which will be selected by the claimants and ten (10) of which will be selected by Phlote. The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. If the parties are unable to resolve the remaining claims after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, for which Phlote will pay the mediator's fee. If the parties are unable to resolve the remaining claims through mediation at this time, then forty (40) claims shall be selected to proceed to individual arbitration proceedings as part of a second batching process, twenty (20) of which will be selected by the claimants and twenty (20) of which will be selected by Phlote. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining claims shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the staged process described herein. In any batching process, a single arbitrator shall preside over each proceeding, and only one proceeding may be assigned to each arbitrator unless the parties agree otherwise. If the parties are unable to resolve the remaining claims after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, for which Phlote will pay the mediator's fee. If the parties are unable to resolve the remaining claims in mediation at this time, this staged process shall continue with no more than one hundred (100) claims proceeding at any time in a staged order that is selected randomly or by the AAA, until all the coordinated claims, including Partner’s Claim, are adjudicated or otherwise resolved. At any time during these proceedings, we agree to participate in a global mediation session should Partner’s counsel request it in an effort to resolve all remaining claims. Any applicable statute of limitations on Partner’s Claims and filing fee deadlines shall be tolled for claims subject to this section regarding “Mass Arbitration Process Requirements” from the time claims are selected for the first set of batching proceedings until the time Partner’s Claim is selected to proceed in arbitration, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this section regarding “Mass Arbitration Process Requirements” and, if necessary, to enjoin the filing or prosecution of arbitration demands against Phlote. Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements,” Partner and Phlote agree that Partner’s and Phlote’s counsel shall engage in good faith and with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.

OTHER PROVISIONS

Notwithstanding the arbitration agreement herein, any action relating to the use of the Program and related websites or any transaction with Phlote must be brought in the state or federal courts located in New York, New York. Partner consents and submits to the personal jurisdiction of such courts for the purposes of any such action.

Notwithstanding the arbitration agreement herein, these Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflict of laws rules or provisions.

Under no circumstances will Phlote be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond Phlote’s reasonable control.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

The failure by Phlote to enforce any right or provision of these Terms will not prevent Phlote from enforcing such right or provision in the future.

Phlote may assign its rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

Effective Date: 11/1/25