Effective: September 10, 2026
BEFORE USING THE PHLOTE SERVICES, PLEASE READ THE FOLLOWING PHLOTE TERMS OF SERVICE CAREFULLY. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING PHLOTE TERMS OF SERVICE, INCLUDING THE ADDITIONAL TERMS, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE PHLOTE SERVICES.
1. Introduction. Please read these Terms carefully, as they constitute a legally binding agreement between you, an individual user, or the entity on whose behalf you are entering into these Terms ("you" or “your”), and Phlote Holdings, LLC (“Phlote”, “us”, “we”, “our”, etc.). These Terms govern (a) your access to and use of the Phlote branded websites (including www.phlote.xyz/ and all corresponding web pages and websites associated with the foregoing URL), applications, software, and services (collectively, the “Site”); (b) the rights and licenses you grant to Phlote and other users when you submit content to the Services; and (c) the rights and licenses you receive when you access, download, use, remix, sample, modify, or otherwise create with Licensed Content. The Site and the foregoing activities are referred to individually and collectively as the “Services.” These Terms shall remain in full force and effect while you use the Services and do not cover other services, websites, or content made available by any other company or third party unless specifically stated.
You may use the Services in one or both of the following capacities: (i) as a “Contributor,” when you upload, submit, transmit, or otherwise make content available through the Services; and/or (ii) as a “User,” when you access, download, use, sample, remix, modify, or create with Licensed Content. A User with an active paid subscription may also be referred to as a “Subscriber.” Your rights and obligations under these Terms depend on the capacity in which you are acting. References to “you” and “your” apply to you in each applicable capacity.
By accessing or using any of the Services, you expressly agree to comply with these Terms and any additional subscription, licensing, or other terms and conditions that we provide or make accessible to you, including in connection with your use of the Licensed Content or other services we may offer or make available to you (“Additional Terms”). We reserve the right to modify all or any portion of these Terms at any time in our sole and absolute discretion. Modifications to these Terms will only apply prospectively, including to future purchases, renewals, downloads, uses, releases, or transactions, as applicable. By using the Services following any such modifications, you agree to be bound by these Terms as modified. We recommend that you check back frequently and review these Terms regularly so you are aware of the most current rights and obligations that apply to you.
Phlote’s Privacy Policy and any Additional Terms are hereby incorporated into these Terms by reference as though fully set forth herein. To the extent that there is a conflict between these Terms and the Additional Terms, the Additional Terms shall govern. Any capitalized terms that are not defined in these Terms shall have the meaning ascribed in the Privacy Policy and Additional Terms, as applicable.
For the purposes of these Terms, the terms below shall have the following meanings:
“Contributor” means a user who uploads, submits, transmits, or otherwise makes Your Contributions available through the Services.
“Subscriber” means a User with an active paid Phlote subscription.
“Contributor Attributes” means Contributor’s name, pseudonyms and professional names, image, likeness, performance, biography, statements, trademarks, service marks, logos, trade names, and other personal attributes or branding identifiers.
“Exploit” means to host, reproduce, display, stream, transmit, distribute, make available, license to authorized Users, administer, track, promote, and monetize Contributions and Licensed Derivatives, and to permit authorized modification and creation of Licensed Derivatives, in each case only as reasonably necessary to operate the Services, facilitate authorized collaboration and commercial use under these Terms, administer attribution and rights, and collect and distribute applicable revenue.
“Licensed Content” means, collectively, any and all content or materials made available by Phlote or other users to you for license through the Services, and any Licensed Derivatives.
“Licensed Derivative(s)” means any derivative work, within the meaning of the U.S. Copyright Act of 1976, 17 U.S.C. Section 101, as the same may be amended from time to time and all similar laws worldwide, that you develop or create based on or derived from the Licensed Content or any part(s) thereof, such as a remix, revision, translation, expansion, or any other form in which such Licensed Content or part(s) thereof may be recast, transformed, or adapted, and that, if prepared without authorization of the applicable copyright holders, would constitute copyright infringement.
“Derivative Revenue” means amounts actually received from the commercial exploitation of a Licensed Derivative, less only bona fide third-party distribution, payment-processing, collection, and platform fees directly attributable to that revenue. Derivative Revenue does not include revenue attributable solely to rights or material not embodied in or arising from the applicable Licensed Derivative, unless otherwise disclosed and agreed in Additional Terms.
“Your Contributions” means, individually and collectively, all master recordings and any other audio, visual, or audiovisual recordings containing sounds, all underlying performances and musical compositions embodied in such recordings, whether or not coupled with a visual image, motion picture and/or other audiovisual work, and any stems, visual content, artwork, information, materials, and any other intellectual property, in any and all formats now known or hereafter developed, including Contributor’s name, image and likeness as may be embodied in any of the foregoing, submitted or otherwise transmitted to or made available through the Services, Phlote and/or its affiliates, including via upload on the Site, excluding solely Your Contributions that are expressly designated as “Not a Contribution” in writing in each instance. As used herein, the term “Your Contributions” includes Contributor Attributes unless the context otherwise requires.
2. Compliance. By using the Services, you represent and warrant that: (i) you have not previously been suspended or removed from the Services; and (ii) your use of the Services shall comply with any and all applicable laws and regulations.
3. Grant of Rights.
3.1. If You Use Phlote Content — Your License to Licensed Content. Subject to these Terms and any applicable Additional Terms, restrictions, conditions, or limitations presented through the Services, Phlote grants you a non-exclusive, non-transferable, non-sublicensable license to access, download, reproduce, use, modify, sample, remix, combine with other materials, and create Licensed Derivatives from Licensed Content made available to you for such purposes through the Services. This license is intended to allow you to create new works using Licensed Content and, subject to Section 3.2, to commercially release and monetize those Licensed Derivatives.
You do not need to obtain additional permission from the original Contributor before creating or commercially releasing an authorized Licensed Derivative, unless the applicable Licensed Content is expressly identified as subject to additional restrictions or Additional Terms. This permission does not permit you to sell, distribute, sublicense, or otherwise make the Licensed Content available as a standalone audio file or library except as expressly permitted by these Terms.
3.2. If You Release Something Made With Phlote Content — Monetization and Default Revenue Split. If you commercially release, license, sell, distribute, monetize, or otherwise generate Derivative Revenue from a Licensed Derivative incorporating Licensed Content obtained through Phlote, that Derivative Revenue is subject to the Phlote revenue split disclosed for that Licensed Content at the time of download or use. This obligation applies whether the Licensed Derivative is released or monetized through Phlote, through a third-party distributor, label, platform, licensing service, or by you directly.
Unless different terms are disclosed in advance for the applicable Licensed Content, program, partnership, or curated release, the default revenue split is:
Fifty percent (50%) to the original creator(s) of the underlying Contribution
Forty percent (40%) to the remixing or derivative artist
Ten percent (10%) to Phlote
By downloading or using Licensed Content to create a Licensed Derivative, you agree that the applicable revenue participation described above attaches to the commercial exploitation of that Licensed Derivative. You agree to provide Phlote with information reasonably necessary to identify the Licensed Content used, maintain attribution, administer the applicable split, account for Derivative Revenue, and facilitate payment to the applicable participants. Where Phlote directly receives or administers Derivative Revenue, Phlote may allocate and pay the applicable shares. Where you or a third party receives Derivative Revenue directly, you remain responsible for reporting and paying the applicable shares in accordance with reasonable reporting and payment procedures made available by Phlote.
For clarity, the revenue split applies to the Licensed Derivative and the revenue generated from exploitation of that Licensed Derivative; it does not give the original Contributor or Phlote an ownership interest in your separate pre-existing material or other material that does not incorporate Licensed Content. Phlote may introduce alternative or premium split structures for specific Licensed Content, programs, partnerships, or curated releases, provided such terms are disclosed in advance of the applicable download or use.
3.3. If You Contribute Content — Phlote’s License to Your Contributions.
a. You hereby grant to Phlote a worldwide, non-exclusive, sublicensable license to Exploit Your Contributions while the applicable Contribution remains available through the Services, subject to the compensation and revenue-sharing provisions of these Terms. Phlote may sublicense these rights only as reasonably necessary to operate the Services, authorize Users to access and use Contributions under these Terms, distribute or administer authorized Licensed Derivatives, and work with service providers, distributors, licensees, and commercial partners in connection with those authorized uses. This license does not transfer ownership of Your Contributions to Phlote.
b. To the extent permitted by applicable law, Contributor agrees not to assert moral rights against Phlote or its Users solely to the extent reasonably necessary to permit authorized modification and creation of Licensed Derivatives under these Terms; provided that nothing herein permits use of Contributions in a manner that intentionally misrepresents authorship or is derogatory in a way that materially harms Contributor’s reputation.
c. You agree to execute and deliver documents reasonably necessary to confirm or administer the rights expressly granted under these Terms, provided that no such document may materially expand the rights granted by you without your separate written agreement.
d. For the avoidance of doubt, Phlote shall have no obligation to Exploit any specific Contribution; however, the Services are designed to facilitate discovery, collaboration, and usage of Contributions, and Phlote will make commercially reasonable efforts to enable Contributions to be surfaced, accessed, and made available for collaboration and usage within the platform.
e. You understand that Your Contributions that you post on the Site are made available to users of the Services, and Phlote does not guarantee confidentiality with respect to Your Contributions, nor does it guarantee that intellectual or proprietary rights in or to Your Contributions will not be infringed or misappropriated by unauthorized third parties.
f. Non-Exclusivity. This Agreement is non-exclusive. Contributor retains full ownership of and the right to exploit, license, distribute, and commercialize their Contributions outside of Phlote without restriction.
g. Participation-Based Economics. Phlote participates only in revenue generated through rights, uses, transactions, Licensed Derivatives, or other exploitation enabled or administered under the Services or these Terms. Contributor retains all rights to monetize their Contributions independently outside of the Services, except that authorized Licensed Derivatives incorporating those Contributions remain subject to the applicable revenue split under Section 3.2.
h. No Transfer of Ownership. Nothing in this Agreement transfers ownership of any intellectual property rights from Contributor to Phlote or, except with respect to the rights expressly granted in these Terms, from one user to another.
i. Usage Transparency. Phlote shall provide Contributors with access to usage data, including downloads and derivative creation activity, to the extent such data is tracked by the platform.
j. Value Creation Alignment. The economic intent of this Agreement is that Contributions generate value through usage. Phlote’s participation in revenue is tied to its role in enabling, administering, distributing, licensing, or monetizing such usage under the Services.
k. No Lock-In; Withdrawal From Future Use. Contributor may remove a Contribution from future availability through the Services at any time, subject to reasonable technical processing time. Once removal becomes effective, Phlote will not authorize new downloads or new Licensed Derivatives from that Contribution. Removal does not terminate or impair licenses previously granted to Users, Licensed Derivatives created from previously authorized use, or rights reasonably necessary for Phlote to administer, account for, distribute, track, or monetize those previously authorized uses. Contributor remains entitled to the applicable revenue participation from those continuing uses.
l. System-Based Usage. Contributions are intended to be used within a system that enables remixing, collaboration, and programmatic distribution. Contributor acknowledges that value generated through the Services may arise from individual or aggregated usage of Contributions across multiple contexts.
4. Your Compensation. Subject to Phlote’s receipt of any and all required tax, immigration, or other documentation necessary to process payments, in consideration of the rights and licenses granted hereunder, a Contributor may be entitled to compensation as set forth in Phlote’s Rewards (the “Phlote Rewards”), which is incorporated herein by reference.
Phlote may update compensation structures, including the Phlote Rewards, from time to time; provided that:
(a) Advance Notice. Phlote shall provide at least thirty (30) days’ prior notice of any material changes to compensation structures.
(b) Prospective Application Only. Any such changes shall apply only to future usage and transactions, and shall not affect compensation owed for prior usage or previously generated revenue streams.
(c) Contributors may elect to discontinue future participation of Contributions in new monetization programs or updated compensation structures prior to the effective date of such changes.
5. Proprietary Rights. All rights, title, and interest in and to the Phlote Services, including but not limited to all software, source code, databases, website design, audio, video, text, photographs, graphics, logos, trademarks, and all other material provided through the Services (collectively, the “Phlote IP”), are and shall remain the exclusive property of Phlote Holdings, LLC or its licensors.
The Phlote IP is protected by copyright, trademark, and other intellectual property laws of the United States and foreign jurisdictions. Except as expressly permitted in these Terms, you do not acquire any ownership or other rights in or to the Phlote IP, and you agree not to copy, modify, distribute, sell, lease, or create derivative works based on any part of the Phlote IP without Phlote’s prior written consent.
Any content uploaded by users remains the property of the respective creator; however, by submitting content to the Services, you grant Phlote certain limited rights to use and distribute that content as outlined in these Terms.
If you believe that any material within the Services infringes your copyright, please contact us at support@phlote.xyz.
6. Attribution. Phlote shall maintain programmatic attribution records for all Contributions used within the Services.
Attribution:
is automatically assigned upon upload
persists across all derivatives and uses
is used for revenue allocation and tracking
Display format may vary, but attribution records remain intact and enforceable.
(a) Default Attribution. Attribution to Contributors shall be automatically generated and attached to each Contribution and any Licensed Derivative within Phlote’s systems.
(b) Persistence and Traceability. Attribution metadata shall be permanently recorded and trackable within Phlote’s internal systems, including for purposes of revenue allocation, usage tracking, and rights management.
(c) Display Flexibility. The format, placement, and visibility of attribution in user-facing interfaces may vary depending on technical constraints or product design; however, the underlying attribution record shall remain intact and enforceable for all Contributions.
(d) No Removal of Attribution Records. Attribution data may not be removed or altered in a manner that misrepresents authorship.
7. Continuing Rights; Available Remedies. Removal of a Contribution, termination of an account, or a dispute concerning a Contribution will not invalidate licenses properly granted before the applicable removal or termination date or prevent the continued exploitation of Licensed Derivatives created pursuant to those licenses, subject to the applicable attribution and revenue-sharing obligations under these Terms. Except as expressly provided in these Terms, each party retains any remedies available to it under applicable law.
8. User Conduct.
8.1. Restrictions. You are solely responsible for any use of the Services and all of Your Contributions that you make available to Phlote, including by uploading Your Contributions via the Site or by emailing or otherwise making available Your Contributions to other users of the Services, and for any Licensed Derivatives created by or on your behalf. You assume all risk associated with Your Contributions and the Licensed Derivatives, including the transmission thereof, and you have sole responsibility for the accuracy, quality, legality and appropriateness of Your Contributions and the Licensed Derivatives. The posting of Licensed Content on the Services by users does not indicate any approval or endorsement by Phlote of such Licensed Content. The list below provides examples of the kinds of submissions or uses that are illegal or prohibited by Phlote. Phlote reserves the right to investigate and take appropriate legal action against anyone who, in Phlote’s sole discretion, violates this provision, including removing the offending content from the Site, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. In addition to the restrictions and limitations set forth in the applicable Additional Terms, you agree that you shall not use the Services to:
a. submit, upload, transmit or otherwise make available any of Your Contributions or Licensed Derivatives that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload and use under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is (or is used for or in connection with any purpose, initiative, activity, product or service that is) unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Phlote, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Phlote or its users to any harm or liability of any type;
b. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
c. violate any applicable local, state, national, or international law, or any regulations having the force of law, or further or promote any illegal activity or enterprise;
d. impersonate any person or entity, or falsely state, imply or otherwise misrepresent your affiliation with any person or entity (including by creating, making available, promoting, labelling or otherwise using Licensed Content or Licensed Derivatives in a manner that suggests that the same was created by or otherwise associated with an individual who was not the creator thereof);
e. post any private information, or otherwise harvest, collect or disclose email addresses or other information about another user or any other person without his or her express consent or for the purposes of sending unsolicited emails or other unsolicited communications;
f. imply that Phlote endorses any of Your Contributions, Licensed Derivatives, statements or positions;
g. use the Services to create, develop or improve any competing products or services or to power, enable or train other artificial intelligence and machine learning models, tools or technologies;
h. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any Licensed Content or other content available on or through the Service, including through the use of virtual private networks; or
i. reverse engineer, decompile or disassemble any part of the Services or Licensed Content, whether in whole or in part or encourage, assist or authorize any other person to do so;
j. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods;
k. except as expressly permitted for a Licensed Derivative under Section 3, sell, distribute, exploit, or otherwise make Licensed Content available to any third party as a standalone audio file (e.g., uploading the Licensed Content without significant modification to any kind of distribution platform or otherwise distributing it as a full-length or shortened file, on its own or with a background image and/or animation of subordinate importance) or in connection with non-fungible tokens (“NFT”), or any similar digital asset intended for sale, distribution, or other exploitation; or
l. except as expressly authorized by Phlote in writing, sell, distribute, exploit, or otherwise make Licensed Content available as part of commercial or free stock or sync music library or collection, sound effects library, or similar product or service.
8.2. Removal. Upon notice from Phlote or if you learn that any Licensed Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Phlote may be liable, or if Phlote removes any Licensed Content due to perceived business risk as determined in Phlote’s sole discretion and gives you notice of such removal, you will immediately remove the Licensed Content from your computer systems and devices (electronic or physical) and, if possible, cease any future use of the removed Licensed Content at your own expense. In such event, Phlote may provide you with comparable Licensed Content (which comparability will be determined by Phlote in its sole discretion), subject to the terms and conditions of these Terms.
9. User Accounts. You may be required to register with Phlote or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service (a “User Account”). You represent and warrant that the information you provide as part of the User Account registration process will be true, current, and complete, and you agree to update such information as applicable so that it continues to be true, current, and complete. You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your User Account. Please notify us at support@phlote.xyz immediately if your username or password is lost or stolen, or if you believe there has been unauthorized access to your User Account. Phlote will not be liable for any loss or damage arising from your failure to comply with this paragraph.
We reserve the right to block, restrict, disable, suspend, or terminate your access to or use of the Services at any time, for any or no reason, with or without prior notice, and without obligation to you or any third party. You acknowledge, consent and agree that Phlote may access and disclose your User Account and registration information if required to do so by law or if based on a good faith belief that such access or disclosure is necessary to comply with the legal process, enforce these Terms, respond to claims that any Services violate the rights to any third party, respond to customer service requests, or otherwise protect the rights, property or safety of Phlote, its users or third parties.
10. Subscriptions; Billing.
10.1. Subscription. We offer certain Services on a subscription-basis to users with an active User Account who purchase a Phlote subscription (“Subscription”) and timely pay the recurring subscription fees, which shall be at then-current prevailing rates as established by us in our sole and absolute discretion. By signing up for a Subscription, you agree that your Subscription will continue and automatically renew on a recurring basis corresponding to the term of your Subscription (“Subscription Period”). The length of your Subscription Period will depend on the Additional Terms of the particular Subscription you signed up for. Some Subscriptions may have differing terms and conditions which will be disclosed or otherwise made available to you at the time you sign up for such Subscription. We reserve the right to change the Subscription offerings and/or pricing at any time, effective as of the beginning of the next Subscription Period following the date of the change unless otherwise indicated. We will attempt to give you advance notice of these changes by posting a notice or sending an email to the email address you used to register your User Account. If you do not wish to accept such changes, you may cancel your Subscription in accordance with Section 10.4.
10.2. Payment Method. Unless otherwise indicated, you will be required to provide a valid credit card or other payment method accepted by Phlote, as may be updated from time to time (“Payment Method”). You may update your Payment Method by logging in on our website and viewing your account details. Following any update, you authorize us to continue to charge the applicable Payment Method(s). You agree to pay in full any and all fees and charges (including all applicable taxes) for any purchases you or anyone using the User Account registered to you, make via the Payment Method. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, we may suspend your access to the Services until we have successfully charged a valid Payment Method. We also reserve the right to pursue any amounts you fail to pay when due, including collection costs, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs. For some Payment Methods, the service provider may charge you transaction or processing fees depending on your agreement with your Payment Method service provider. You are solely responsible for any such transaction or processing fees charged by your Payment Method Service provider.
10.3. Billing. By signing up for a Subscription, you authorize Phlote to charge the recurring Subscription fee and any applicable VAT and/or other taxes for your Subscription to your chosen Payment Method at confirmation of purchase and in advance of every new Subscription Period unless canceled in accordance with Section 10.4. You acknowledge that the timing of when you are billed and the amount billed during each Subscription Period may vary, including if your Subscription began on a day not contained in a given month (e.g. if you have a monthly Subscription and became a paying subscriber on January 31, your Payment Method would next be billed on February 28). You hereby expressly consent to the use of third-party payment processors to facilitate any and all transactions you may elect to make through the Services.
10.4. Cancellation. You may cancel your Subscription and/or disable automatic renewal at any time by logging in on our website and following the instructions on your User Account page or sending an email to hello@phlote.co. When a Subscription is canceled, you will not receive a pro-rated refund, but you will continue to have access to the Subscription through the end of the then-current Subscription Period. Following such cancellation, your Subscription will automatically close at the end of the then-current Subscription Period. If you cancel your Subscription, you will still be obligated to pay other charges incurred by you in the course of using the Services prior to the end of the then-current Subscription Period.
10.5. Free Trials. We may offer free trials to any or all of the Services. The terms of your free trial will be specified during sign-up. You can view details of your free trial by logging in on our website and viewing your account details. We determine free trial eligibility in our sole and absolute discretion and reserve the right to revoke any free trial in the event that we determine that you are not eligible. We may use factors such as how recently you redeemed a free trial and/or signed up for a Subscription, Payment Method, email address, IP address, or other information used with an existing or recent User Account to determine eligibility. If you register for a free trial, we will begin to charge the Subscription fee to your Payment Method when the free trial expires, unless you cancel your Subscription in accordance with Section 10.4 prior to midnight Eastern Time on the last day of your free trial period.
10.6. No Refunds. Your payment obligations are non-cancelable and fees paid are non-refundable. At any time, we may provide a refund, credit, or discount on a case-by-case basis. The amount and form of such refund, credit, or discount, and the decision to provide them in each instance, are at our sole and absolute discretion. The provision of refunds, credits, or discounts in one instance does not obligate us to provide the same in the future under any circumstances.
11. Changes To The Services. We reserve the right to modify, suspend, or discontinue, temporarily or permanently, all or any aspect of the Services, including the availability thereof, and/or suspend the availability of or cease transmission of any Licensed Content, with respect to any or all users. You agree that we have no obligation to maintain, monitor, support, upgrade, or update the Services or the Licensed Content, or to provide all or any specific content through the Services. We may, with respect to any or all users, experiment with or otherwise offer certain features or other elements of the Services, including promotional features, product features and functionality, pricing, and advertisements. You agree that we may do any of the foregoing in our sole and absolute discretion at any time without notice to you, except to the extent expressly and specifically stated otherwise herein. You also agree that we will not be liable to you for any modification, suspension, unavailability, or discontinuance of the Services and/or any Licensed Content.
12. Third-Party Services. The Services and/or Licensed Content may be integrated with, or may otherwise interact with, third-party owned and/or operated platforms, applications, websites, and services ("Third-Party Services"). Your use of such Third-Party Services may be subject to additional terms, conditions, and policies provided to you by the applicable third party. Phlote does not guarantee that Third-Party Services will be compatible with the Services. The Services and/or Licensed Content may also include advertisements and/or links to certain Third-Party Services. By providing these links, we are not endorsing, adopting, or agreeing with any of the content of the linked Third-Party Services of that third party. We do not review, monitor, or control the content of Third-Party Services and we expressly disclaim any responsibility for and do not make any representations regarding, the content of any Third-Party Services or sites linked to the Services or the products or services of any third party.
13. Representations, Warranties, and Disclaimers.
13.1. Contributor Representations and Warranties. Contributor represents, warrants, and covenants that (a) Your Contributions and Phlote’s use and Exploitation thereof do not and shall not (i) infringe upon or violate the copyright, trademark, or any other intellectual property rights of any person or entity; or (ii) defame any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity; (b) Contributor has obtained and shall maintain, at its sole cost and expense, all necessary rights (including synchronization and public performance rights), consents, permissions, waivers, clearances, and/or licenses (e.g., from a music publisher and/or record label) to enable the grant of Rights granted herein and Phlote’s Exploitation thereof; (c) Contributor has the full right and legal authority to enter into this Agreement and to grant to Phlote all of the Rights granted herein, and the same does not and shall not violate any contract or any other agreement to which Contributor is or will be a party; (d) as between Phlote and Contributor, Contributor shall be solely responsible for paying and accounting for any and all royalties, fees, and any other consideration owing to any person or entity by reason of Your Contributions and/or the Exploitation of the Rights (including any royalties and fees owed to rightsholders in connection with the synchronizations and/or public performances of Your Contributions). except as expressly stated in this Agreement or as required by applicable law, Phlote shall not be required to pay or account for any fees, royalties, or other amounts to Contributor or any third party in connection with the Exploitation of any of the Rights granted herein; and (e) Your Contributions are not and shall not become the subject of any threatened or pending litigation, claim or dispute that might give rise to litigation, which may adversely affect or in any way prejudice, impair or diminish the Rights granted hereunder or the Exploitation thereof.
If you are the individual who is downloading the Licensed Content, you represent that you are the registered user of the User Account you are using to do so. If the individual who is entering into these Terms is doing so on behalf of his/her employer or any other individual or entity, such individual represents and warrants that (i) he/she has the full right and authority to execute, deliver and comply with these Terms on behalf such individual or entity and (ii) these Terms are a binding agreement of such person or entity, enforceable against such person or entity in accordance with its terms. In the event that such individual does not have such right, power, and authority, such individual agrees that in addition to all rights and remedies available against such person or entity or anyone else relating to violation or infringement of intellectual rights, he/she will be personally liable to us for any breaches of these Terms or violation and/or infringement of intellectual property or other proprietary rights in the Licensed Content by such individual, person, entity, or its and their respective representatives.
The Services are controlled by Phlote from its offices in the U.S. Phlote makes no representation or warranty that the Services or Licensed Content contained on or made available in connection therewith is legal, appropriate, or available for use in other locations. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with any and all applicable local laws, rules, and regulations.
13.2. Licensed Content Information Disclaimer. While we have made reasonable efforts to correctly categorize, keyword, caption, description, and title the Licensed Content (“Content Information”), we do not warrant the accuracy of such information.
13.3. General Disclaimer. YOUR USE OF THE SERVICES AND ANY LICENSED CONTENT IS AT YOUR SOLE RISK. THE SERVICES, THE LICENSED CONTENT, AND THE CONTENT INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. PHLOTE EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, PERFORM AS DESCRIBED, THAT USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS IN THE SERVICES, LICENSED CONTENT, OR CONTENT INFORMATION WILL BE CORRECTED.
PHLOTE ALSO MAKES NO REPRESENTATIONS, WARRANTIES, OR COVENANTS REGARDING THE PROSPECTS FOR SALES OR MONETIZATION OF ANY OF YOUR CONTRIBUTIONS OR LICENSED DERIVATIVES, OR THE AMOUNT OF ANY FEES, REVENUE, OR OTHER CONSIDERATION THAT MAY BE GENERATED FROM THE EXPLOITATION OF THE RIGHTS, WHETHER BY PHLOTE OR BY ANY THIRD PARTY ACTING ON ITS BEHALF.
14. Indemnification. Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party and its respective affiliates, officers, directors, employees, and agents (the “Indemnified Party”) from third-party claims, damages, liabilities, losses, costs, and reasonable legal fees to the extent arising from (a) the Indemnifying Party’s breach of its representations, warranties, or express obligations under these Terms; or (b) the Indemnifying Party’s willful misconduct or gross negligence. Without limiting the foregoing, Contributor’s indemnity includes third-party claims arising from a breach of Contributor’s representation that Contributor owns or controls the rights necessary to grant the applicable rights in Your Contributions. Phlote’s indemnity includes third-party claims arising from Phlote’s knowing exploitation of Your Contributions outside the scope expressly granted under these Terms. Neither party will be liable under this Section for unauthorized conduct of Users or third parties that is outside that party’s authorization or reasonable control. The Indemnifying Party may control the defense of a covered claim, provided that it may not enter into a settlement that admits wrongdoing by, imposes non-monetary obligations on, or materially affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld or delayed.
15. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUSIONS BELOW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES IN CONNECTION WITH THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE THOUSAND DOLLARS ($1,000). THE FOREGOING LIABILITY CAP DOES NOT APPLY TO A PARTY’S FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, PAYMENT OR ACCOUNTING OBLIGATIONS EXPRESSLY DUE UNDER THESE TERMS, OR PHLOTE’S KNOWING EXPLOITATION OF A CONTRIBUTION OUTSIDE THE SCOPE OF THE RIGHTS EXPRESSLY GRANTED UNDER THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OR DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
16. Termination. These Terms will terminate automatically without notice from us if you breach any term or provision of these Terms. Upon such termination, to the extent technically feasible, you must immediately: (i) stop using the Licensed Content; (ii) delete or remove the Licensed Content from your premises, computer systems, and storage (electronic or physical); and (iii) where applicable, ensure your representatives and licensees do the same.
17. Assignment. Neither party may assign these Terms in a manner that materially reduces the other party’s rights or expands the scope of rights granted under these Terms without the other party’s consent. Either party may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of substantially all of the assets or business to which these Terms relate, provided the assignee agrees to be bound by these Terms. Phlote may also engage service providers and commercial partners as permitted by the sublicensing provisions of Section 3.
18. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York without regard to any conflict of law provisions thereof. You hereby agree and submit to the exclusive jurisdiction of the state courts of and federal courts in New York, New York and all parties waive any objection to the personal jurisdiction of and venue in such courts.
19. Copyright and Intellectual Property Policy. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to our Copyright Agent at support@phlote.xyz:
Your address, telephone number, and email address.
A description of the copyrighted work that you claim has been infringed.
A description of where the alleged infringing material is located.
A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.
If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, New York, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.
20. Data and Wireless Access Charges. Some Services require data access, and the provider of data access (e.g., network operator, wireless carrier, etc.) for your device may charge you data access fees in connection with your use of such Services, including wireless carrier messaging and other communication, messaging and data fees and charges. Under no circumstances will Phlote be responsible for any such data access fees and charges in connection with your use Services, including wireless internet, email, text messaging, or other charges or fees incurred by you (or any person that has access to your User Account).
21. Miscellaneous. These Terms contain the entire understanding and agreement between you and Phlote concerning the Services and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof. These Terms cannot be changed orally. If any provision of these Terms is held to be illegal, invalid, or unenforceable, this shall not affect any other provisions and these Terms shall be deemed amended to the extent necessary to make it legal, valid, and enforceable. The terms “include,” “includes,” and “including,” whether or not capitalized, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these Terms; however, to the extent permitted by applicable law, no action arising out of these Terms or use of the Services may be brought more than two (2) years after the applicable cause of action accrued; provided that this contractual limitation will not shorten any period that applicable law does not permit the parties to shorten, and will not begin to run on a payment or accounting claim before the claimant knew or reasonably should have known of the facts giving rise to that claim. The failure of Phlote to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.