Terms of Access

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Phlip Investor Data Room — Terms of Access

Terms governing access to and use of the Phlip Investor Data Room.

1. Purpose

The Investor Data Room (the "Data Room") is a private diligence portal operated by Phlip to provide select prospective investors with information about Phlip's business, technology, financials, team, and fundraising terms in connection with a potential investment in a Phlip round.

These Terms of Access ("Terms") govern your access to and use of the Data Room. By accessing the Data Room — including by clicking a magic link from an invitation email, signing in to the dashboard, or opening any document within it — you acknowledge that you have read these Terms and agree to be bound by them.

2. Confidentiality

All content in the Data Room — pitch deck, business plan, financial model, market research, cap table, exit strategy, team-and-incorporation, investor Q&A, and any other documents or pages accessible through your invitation — is confidential and proprietary to Phlip. You agree:

• To use Data Room content solely for the purpose of evaluating a potential investment in Phlip
• Not to copy, reproduce, distribute, post publicly, or share Data Room content with any third party (including colleagues at your firm not directly involved in the diligence, journalists, competitors, or social media)
• Not to use Data Room content to compete with, replicate, or otherwise harm Phlip's business
• That this obligation continues for three (3) years from the date of your first Data Room access, regardless of whether you ultimately invest

These obligations supplement, not replace, any separate non-disclosure agreement you may have signed with Phlip.

3. No Offer to Sell Securities

Nothing in the Data Room constitutes an offer to sell, or a solicitation of an offer to buy, any securities. Securities offerings are made only through formal subscription documents delivered separately. The Data Room provides background information for diligence purposes; any decision to invest in Phlip is made through separate signed subscription documents, not through the Data Room itself.

4. Investor Status Representation

Phlip's current fundraising activity is a Regulation D Rule 506(b) friends-and-family round. By accessing this Data Room, you represent that either:

1. You are an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, or
2. You have a substantive, pre-existing relationship with Phlip's founders sufficient to qualify under Rule 506(b)(2)(ii), and you possess the financial sophistication to evaluate the merits and risks of the prospective investment.

The detailed representation flow — including the categories of accredited-investor qualification — is documented in the Accredited Investor Disclosure document available within this Data Room (accessible after you redeem your invitation).

Phlip anticipates transitioning to a Regulation D Rule 506(c) offering for the seed round, at which point all investors will be required to provide third-party verification of accredited- investor status. Active Data Room invitees will receive notice prior to any such transition; the Terms in effect at the time of transition govern thereafter.

5. Forward-Looking Statements

Information in the Data Room — financial projections, customer-growth forecasts, market sizing, exit-strategy modeling, competitive positioning — necessarily includes forward-looking statements based on assumptions and good-faith estimates as of the date of preparation.

Forward-looking statements are inherently uncertain. Actual results may differ materially due to factors including (but not limited to) third-party marketplace policy changes, AI-model availability or pricing, macroeconomic conditions, competitive dynamics, customer-acquisition cost variability, regulatory change, and the inherent uncertainty of early-stage company performance.

Phlip makes no warranty that any forward-looking statement will prove accurate, and accepts no responsibility for any decision made in reliance on such statements. You acknowledge the inherent risk of early-stage investment and agree to conduct your own independent diligence.

6. Document Watermarking and Access Tracking

By accessing the Data Room, you acknowledge and consent to:

• Document watermarking. Documents you open may be watermarked with your name, email address, IP address, and access timestamp (visibly on each page; in some cases additionally via embedded metadata). The watermark is a forensic measure to deter unauthorized redistribution.
• Access logging. Every page view, document open, document download, and meeting booking is logged against your invitation token with timestamps and IP addresses, retained for ninety (90) days from the event.
• Audit access. Phlip operators may review access logs to investigate potential confidentiality breaches.

This logging is a forensic backstop, not a substitute for your own §2 obligations.

7. Limitations of Liability

The Data Room and its contents are provided "as is" without warranties of any kind. Phlip makes no representation that the information is complete, accurate, current, or free from error. Data Room contents are not financial, legal, tax, or investment advice.

To the maximum extent permitted by applicable law, Phlip and its principals, officers, employees, and agents shall not be liable for any direct, indirect, incidental, consequential, or special damages arising from or relating to: your access to the Data Room, your reliance on any content within the Data Room, the accuracy of any forward-looking statement, or any decision to invest or not invest in Phlip.

You assume all risk of loss in connection with any investment decision and acknowledge that early-stage investing carries the risk of total loss.

8. Termination of Access

Phlip may revoke your Data Room access at any time, for any reason, with or without notice. On revocation:

• Your magic link and any active session is invalidated
• You retain the §2 confidentiality obligations with respect to information already viewed
• You agree to destroy any local copies of Data Room content (printed pages, downloaded documents, screenshots, notes containing material non-public information) within seven (7) days of revocation

You may also voluntarily terminate your access by notifying Phlip at legal@phlip.app.

9. Governing Law and Disputes

These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Data Room shall be resolved by individual binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration shall be conducted in Denver, Colorado (or remotely at your election). The arbitrator's award may be entered in any court of competent jurisdiction. Class-action waiver: any dispute resolution proceeding will be conducted only on an individual basis.

10. Contact

• Legal notices, confidentiality concerns, or questions about these Terms: legal@phlip.app
• General Data Room support or technical issues: contact the operator who issued your invitation.