Terms and Conditions for Use of FlikCoin and Related Services

1. Definitions

In these Terms, unless the context otherwise requires, the following words and expressions shall have the meanings set out below:

"Applicable Law"

means all relevant statutes, laws, principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgments, by-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes, and interpretations applicable to these Terms, your access to or use of the Website, Mobile App, FTC, or the Services;

"FlikTok Account"

means the registered account you use to log in to the Website and/or Mobile App;

"FlikTok Wallet"

means the digital asset wallet associated with your FlikTok Account on the Website and/or Mobile App used to store your FTC holdings;

"FlikCoin" or "FTC"

means the ERC-20 utility token deployed on the Polygon Mainnet by FlikTok that rewards user activity and engagement on the Platform, incentivizes content discovery and referrals, enables merchandise marketplace purchases, and facilitates governance participation;

"Compliance Requirements"

means the process of identifying and verifying the identity of our users, conducting user and/or transaction due diligence or monitoring, whether by us or through a third-party service, as and when determined to be necessary by us;

"FliktokDAO" or "FTK"

means the planned governance token and decentralized autonomous organization structure through which FlikTok intends to progressively transition platform governance to the community;

"Network Activity Index"

means a metric measuring aggregate user engagement on the Platform, including but not limited to content interactions, referrals, reviews, ratings, and social sharing activity, which metric expressly does not measure or reflect business revenue, profits, or financial performance of FlikTok;

"Platform Utility Rate"

means the rate at which FTC may be redeemed for fiat currency or merchandise value, initially set at $0.05 per FTC and subject to adjustment, as determined by FlikTok in its sole discretion based on the Network Activity Index;

"Services"

means all services provided by us on the Website, Mobile App, and related platforms, including the issuance, distribution, earning, redemption, and facilitation of FTC transactions and the entertainment discovery platform features;

"User Rewards Pool"

means the allocation of FTC designated for distribution to users as rewards for Platform engagement activities, which pool is self-replenishing through the circular economy model whereby 100% of tokens from user cashouts are returned to the User Rewards Pool;

"CampaignEscrow"

means the smart contract that holds FTC allocated by studios for marketing campaigns, ensuring separation of campaign funds from the User Rewards Pool and governing the campaign lifecycle;

"Website"

means the website and platform located at https://www.fliktok.com and all associated domains or subdomains;

"Mobile App"

means the FlikTok mobile application that enables you to use or access the Services;

"DAO"

means decentralized autonomous organization, a blockchain-based governance structure;

"Smart Contract" or "Smart Contracts"

means self-executing programs deployed on the Polygon blockchain that govern aspects of FTC functionality, including FlikCoin, FlikCoinBatchExecutor, CampaignEscrow, and FlikVesting contracts;

"Polygon"

means the Layer 2 Ethereum scaling solution (also known as Polygon PoS) on which FTC and related Smart Contracts are deployed;

"Zero-Knowledge Proof" or "ZKP"

means a cryptographic method by which one party can prove to another party that a given statement is true without revealing any information beyond the validity of the statement itself, as utilized by FlikTok for identity verification, anti-bot protection, and privacy preservation;

"Platform"

means the FlikTok entertainment discovery platform, including the Website and Mobile App;

"Studio" or "Studios"

means entertainment industry entities, including but not limited to film studios, streaming services, production companies, and content distributors, that may participate in FlikTok marketing campaigns.

2. Services and FTC Utility

2.1 Contractual Relationship

FlikTok provides an entertainment discovery platform using blockchain technology, zero-knowledge proof cryptography, and community governance. The Services include:

1. Displaying information regarding FTC acquisition, value, and redemption on the Website and Mobile App;
2. Provision of Website and Mobile App functions enabling you to earn, hold, and redeem FTC;
3. Facilitation of content discovery, including viewing trailers, rating content, writing reviews, and sharing content;
4. Facilitation of studio marketing campaigns through the CampaignEscrow system;
5. Provision of a merchandise marketplace for FTC redemption;
6. Provision of governance participation mechanisms; and
7. Provision of referral and social sharing reward programs.

2.2 Binding Agreement

You agree to be bound by these Terms when you earn FTC, create a FlikTok Account, access the Website or Mobile App, or otherwise utilize the Services.

2.3 Representations and Warranties

By earning or holding FTC, you represent and warrant that:

1. You have the legal capacity to enter into and be bound by these Terms;
2. Your access to the Website, Mobile App, or the Services has not been suspended or terminated;
3. You are not located, incorporated, or otherwise established in any country or region that is subject to economic sanctions, including Cuba, Iran, North Korea, Myanmar, Syrian Arab Republic, the Luhansk, Donetsk, Zaporizka, Khersonska regions of Ukraine, Crimea, or any other jurisdiction subject to sanctions administered by the U.S. Office of Foreign Assets Control ("OFAC"); and
4. You have read and understood these Terms in their entirety.

2.4 Accuracy of Information

You are responsible for ensuring that any information you provide to us is complete, legitimate, accurate, and up to date. You shall promptly notify us of any changes to such information.

2.5 Risk Disclosures

You confirm that you have read and understood Schedule 1 (Risk Disclosures) and accept the risks described therein.

3. FlikCoin (FTC) Description and Properties

3.1 Nature of FTC

FTC is a utility token designed to:

1. Reward user activity and engagement with the FlikTok entertainment discovery platform;
2. Incentivize content discovery, ratings, reviews, and referrals;
3. Enable merchandise marketplace purchases;
4. Facilitate governance participation and community engagement; and
5. Enable studio marketing campaign participation.

3.2 Fixed Supply

FTC has a fixed total supply of one hundred billion (100,000,000,000) tokens. No additional FTC will ever be minted beyond this fixed supply. FTC is an ERC-20 token deployed on the Polygon Mainnet.

3.3 Circular Economy Model

FlikTok operates a circular economy model. When users redeem FTC through the cashout process, one hundred percent (100%) of the tokens redeemed are returned to the User Rewards Pool for redistribution.

3.4 Platform Utility Rate

Each FTC carries a Platform Utility Rate, initially set at $0.05 per FTC and subject to adjustment. The Platform Utility Rate is a business pricing decision made by FlikTok in its sole discretion, analogous to the value assigned to loyalty points by other consumer platforms. The Platform Utility Rate does not represent an investment value, market price, or guaranteed resale value. The exchange rate at which FTC may be redeemed is determined by the Network Activity Index, which measures aggregate user engagement metrics on the Platform and expressly does not measure or reflect business revenue, profits, or financial performance of FlikTok. FlikTok does not guarantee a minimum Platform Utility Rate, and the rate may be adjusted downward or upward in FlikTok's sole discretion.

3.5 No Investment or Security

FTC is a utility token and does not constitute a security, investment contract, financial instrument, or any form of investment product. You accept that FlikTok is not regulated or licensed as any type of financial service or virtual asset service provider. FTC is not intended to represent equity, debt, or any ownership interest in FlikTok, any affiliated entity, any subsidiary entity, and their respective tangible or intangible assets. FTC does not entitle the holder to any share of profits, dividends, or revenue of FlikTok.

3.6 No Guaranteed Resale Value

FlikTok does not guarantee any resale price from third parties for FTC. You acknowledge that the market value of digital assets and cryptocurrencies are inherently volatile.

3.7 Smart Contract Deployment

FTC is deployed as a UUPS (Universal Upgradeable Proxy Standard) upgradeable proxy on the Polygon Mainnet. All Smart Contracts are source-verified on PolygonScan. FlikTok has completed an internal security audit and plans to undergo a third-party security audit before General Availability.

3.8 Custodial Arrangement

FTC earned through Platform engagement activities is held in custodial wallets controlled by FlikTok on behalf of users. Tokens remain in platform custody until a user initiates a withdrawal to a personal blockchain wallet. While in FlikTok custody, FTC balances are tracked in the Platform database. You acknowledge that this custodial arrangement introduces risks, including the risk of loss in the event of a platform security breach, insolvency, or operational failure. FlikTok does not maintain insurance coverage for custodial token holdings.

3.9 Transferability and Restrictions

1. FTC is transferable only in compliance with these Terms and Applicable Law. You shall not transfer, sell, assign, pledge, or otherwise dispose of FTC except as expressly permitted under these Terms.
2. You shall not transfer FTC in a manner that would violate any applicable securities laws or regulations in any jurisdiction.
3. Transfers of FTC to any person or entity located in, incorporated in, or otherwise established in any jurisdiction subject to sanctions administered by OFAC, the United Nations, or any equivalent governmental authority are strictly prohibited.
4. FlikTok may impose transfer restrictions, delay transfers, or suspend transfer functionality as necessary to comply with Applicable Law, regulatory requirements, or to respond to security threats.
5. Tokens subject to vesting schedules under Section 5.4 are non-transferable until vested in accordance with the applicable vesting terms. Any attempted transfer of unvested tokens shall be void.
6. FTC distributions and rewards earned through Platform engagement are final and non-refundable. Once FTC has been distributed to your FlikTok Account or wallet, FlikTok shall have no obligation to reverse, cancel, or refund such distribution, except as may be required by Applicable Law or in cases of verified platform error.

4. FTC Acquisition

4.1 Earning Methods

You may earn FTC through these Platform engagement activities:

1. Watching trailers and promotional content;
2. Rating trailers and content;
3. Writing reviews;
4. Sharing content via social channels;
5. Referring new users to the Platform;
6. Rating movies;
7. Adding content to watchlists;
8. Swiping (liking or disliking content);
9. Commenting on content;
10. Participating in governance activities; and
11. Engaging with studio marketing campaigns.

4.2 Estimated Base Rewards

The table below sets out estimated base rewards for Platform engagement activities:

Note: These estimated base rewards are subject to change at FlikTok's sole discretion and may be adjusted based on Platform needs, user tier, and Network Activity Index.

4.3 Eligibility

Participation in any FTC earning program is void where prohibited by law. By participating, you represent and warrant that your participation is lawful in your jurisdiction.

4.4 Disqualification

If we become aware or reasonably suspect that you have breached these Terms, engaged in illegitimate activities to exploit any earning program, used bots or automated systems, conducted Sybil attacks, or engaged in activities that undermine the integrity or fairness of the Platform, we reserve the right to disqualify you, cancel any FTC distributions, and/or forfeit any FTC holdings.

5. Token Supply and Allocation

5.1 Fixed Supply

The total supply of FTC is fixed at one hundred billion (100,000,000,000) tokens. No additional tokens shall ever be minted.

5.2 Active Distribution

Fifty billion (50,000,000,000) FTC are designated for active distribution as follows:

5.3 Reserve

Fifty billion (50,000,000,000) FTC are locked in reserve for future expansion. Release requires multi-signature governance approval. Reserve tokens may be used for future DEX liquidity (FTC/USDC pair on Polygon DEX) and governance-controlled burns may be executed from this pool.

5.4 Vesting Schedules

Tokens allocated to founders, team, advisors, and investors are subject to these vesting schedules:

5.5 Anti-Dump Protection

To protect the ecosystem, a maximum of two percent (2%) of total supply (2,000,000,000 FTC) may be released per month across all vesting categories combined.

5.6 Multi-Signature Governance

Token supply management is governed by a three-of-five (3-of-5) on-chain multi-signature arrangement. No single party can unilaterally release, transfer, or modify token allocations without meeting the multi-signature threshold.

5.7 Governance Burns

The FlikCoin Smart Contract includes a governance-controlled burn function for supply management purposes. Burns may only be executed through multi-signature approval with a forty-eight (48) hour timelock. Any governance burns shall draw tokens exclusively from the fifty billion (50,000,000,000) FTC Reserve Pool and shall not affect the User Rewards Pool or other active distribution pools. The decision to implement burns rests with community governance, and FlikTok currently does not plan to implement burns during the initial growth phase.

6. User Tier Progression

6.1 FlikTok uses a tiered progression system that rewards sustained, authentic engagement on the Platform. Users progress through four tiers, each with a higher reward multiplier:

6.2 Anti-Gaming Controls

FlikTok uses the following controls to limit manipulation of the tier progression system:

1. Zero-knowledge proof identity verification to prevent Sybil attacks and bot-driven activity;
2. Behavioral analysis and pattern detection to identify fraudulent engagement;
3. Rate limiting on earning activities; and
4. Peer-validation requirements for tier advancement.

6.3

FlikTok may review and adjust tier status and reward multipliers. FlikTok reserves the right to demote users found to have engaged in manipulative or fraudulent activity.

6.4

Reward multipliers apply to the estimated base rewards in Section 4.2. Actual rewards may vary with Platform conditions and the Network Activity Index.

7. FTC Redemption and Cashout

7.1 Cashout Process

Users may redeem FTC through the Platform cashout process. Upon redemption:

1. A conversion fee of two percent (2%) shall be applied to the fiat currency payout amount. For the avoidance of doubt, the conversion fee is deducted from the fiat payout, NOT from the FTC tokens;
2. One hundred percent (100%) of the FTC tokens redeemed shall be returned to the User Rewards Pool, maintaining the circular economy model;
3. The fiat value of the redemption shall be calculated based on the Platform Utility Rate and the Network Activity Index at the time of redemption; and
4. Redemption is subject to applicable KYC/AML verification requirements.

7.2 Platform Utility Rate Calculation

The Platform Utility Rate is a business pricing decision made by FlikTok, analogous to loyalty-point pricing. The Platform Utility Rate:

1. Is initially set at $0.05 per FTC and subject to adjustment;
2. May be adjusted upward based on the Network Activity Index;
3. Reflects aggregate user engagement on the Platform, NOT business revenue, profits, or investment returns; and
4. Is determined by FlikTok in its sole discretion.

7.3 KYC Requirements

FlikTok acknowledges that its KYC/AML compliance framework is under active development. Users requesting cashouts above thresholds to be determined by FlikTok in compliance with Applicable Law must complete enhanced KYC verification. Specific cashout thresholds will be published in the Platform terms of service prior to enabling broad cashout functionality. In the interim, sanctions screening through OFAC-based geo-blocking and automated transaction monitoring provide baseline compliance measures. FlikTok plans to implement ZKP-based proof of KYC status for privacy-preserving compliance. Users may be subject to retroactive KYC requirements as FlikTok's compliance program matures.

7.4 Merchandise Marketplace

Users may also redeem FTC for merchandise and other goods or services through the Platform's merchandise marketplace. FlikTok determines merchandise availability, pricing, and terms in its sole discretion.

7.5 Future DEX/CEX Dual-Path Strategy

FlikTok may, in its sole discretion, pursue listing FTC on centralized exchanges (CEX) and/or establish decentralized exchange (DEX) liquidity pools (FTC/USDC pair on a Polygon-based DEX). Any DEX tokens shall be sourced exclusively from the fifty billion (50,000,000,000) FTC Reserve Pool. FlikTok makes no representations or warranties that any exchange listing will occur.

7.6 Tax Obligations

FlikTok does not provide tax advice. You are solely responsible for determining and fulfilling your tax obligations arising from earning, holding, redeeming, or transacting in FTC, including any income tax, withholding tax, capital gains tax, or reporting obligations under Applicable Law. FlikTok may be required to issue tax reporting forms, such as IRS Form 1099 or equivalent, if required by Applicable Law, and you agree to provide any information reasonably requested by FlikTok for tax compliance purposes. You are encouraged to consult a qualified tax advisor regarding the tax implications of participating in the FlikTok ecosystem.

8. Studio Campaigns and CampaignEscrow

8.1 Studios may participate in FlikTok marketing campaigns by purchasing FTC from the Studio Partnerships Pool. FlikTok charges a service fee on top of the campaign budget, currently twelve percent (12%) and subject to a range of ten percent to fifteen percent, as determined by FlikTok.

8.2 CampaignEscrow Smart Contract

The CampaignEscrow Smart Contract holds all studio campaign funds and:

1. Holds FTC allocated by Studios during the campaign lifecycle;
2. Ensures complete separation of campaign funds from the User Rewards Pool;
3. Governs the campaign lifecycle: purchase, create, engage, and complete phases; and
4. Distributes FTC rewards to users upon completion of supported campaign engagement types.

8.3 Campaign Engagement

Studios may configure campaigns with engagement types, including trailer views, ratings, reviews, shares, and other content interactions. Reward amounts are set by the Studio within parameters established by FlikTok.

8.4 Campaign Security

The CampaignEscrow Smart Contract uses multi-signature controls and programmatic fund-release mechanisms. Campaign funds may not be released or withdrawn except as permitted by the Smart Contract.

9. Smart Contract Architecture and Security

9.1 Smart Contract Infrastructure

FTC and related functionality are governed by the following Smart Contracts deployed on the Polygon Mainnet:

1. FlikCoin, the primary ERC-20 token contract;
2. FlikCoinBatchExecutor, which processes multiple transactions in batches;
3. CampaignEscrow, which manages campaign funds as described in Section 8; and
4. FlikVesting, which manages vesting schedules for founders, team, advisors, and investors.

9.2 Upgradeable Proxy Pattern

FTC uses the UUPS (Universal Upgradeable Proxy Standard) pattern. FlikTok plans to renounce upgradeability by the end of 2026, after which the Smart Contracts will become immutable.

9.3 Multi-Signature Governance

All critical Smart Contract operations require three-of-five (3-of-5) on-chain multi-signature approval. Hardware-wallet signers are used for all multi-signature participants. Shamir Secret Sharing secures operator-wallet keys.

9.4 Timelock

A forty-eight (48) hour timelock applies to all Smart Contract upgrades, allowing community review before changes take effect.

9.5 Emergency Pause

The Smart Contracts include an emergency pause mechanism that may be activated in response to a security threat or critical vulnerability.

9.6 Security Audits

FlikTok has completed an internal security audit (93 of 93 items passed). A third-party security audit is planned before General Availability. All contracts are source-verified on PolygonScan. The Platform uses multi-RPC endpoint failover.

10. FlikTok Account and Compliance

10.1 To use the Services and earn, hold, or redeem FTC, you must create a FlikTok Account. By opening a FlikTok Account, you accept and agree that you are fully responsible for all activity under your account. We are not responsible for any claim, damages, or losses arising from any compromise to account security or unauthorized transactions.

10.2 You are solely responsible for maintaining the security of your FlikTok Account login credentials. Contact us immediately if you become aware of a compromise to account security.

10.3 Compliance Requirements

You agree to comply fully and promptly with our Compliance Requirements, including providing accurate, complete, and current information and documentation for identity verification, fraud prevention, KYC, AML, and CTF requirements.

10.4 Sanctions Compliance

FlikTok uses OFAC-based geo-blocking and sanctions screening. You represent and warrant that you are not located in, a citizen of, or a resident of any jurisdiction subject to comprehensive U.S. sanctions and that you are not designated on any sanctions list maintained by OFAC, the United Nations, or any equivalent governmental authority.

10.5

Failure to comply with our Compliance Requirements may result in:

1. The suspension or termination of your FlikTok Account on a temporary or permanent basis;
2. Forfeiture or freezing of FTC holdings;
3. Restriction of your access to the Website, Mobile App, and/or Services; and/or
4. Reports made to relevant law enforcement or governmental authorities.

10.6 Money Transmission Compliance

FlikTok is evaluating its obligations under federal and state money transmission laws, including potential registration as a money services business (MSB) with the Financial Crimes Enforcement Network (FinCEN) and state-level money transmitter licensing requirements. FlikTok's fiat conversion services (cashout) may be subject to money transmission regulations, and availability of such services may vary by jurisdiction. Broad fiat conversion services will not be offered until necessary licenses and registrations have been obtained. FlikTok may be required to file reports with governmental authorities, including suspicious activity reports (SARs), and you agree to cooperate fully with any such obligations.

10.7 Account Inactivity

If your FlikTok Account remains inactive (no login, earning, or redemption activity) for a continuous period of twenty-four (24) months, FlikTok may, after providing thirty (30) days advance notice to your registered email address, reclassify the account as dormant. Dormant accounts may have restricted functionality until reactivated. FlikTok reserves the right to handle FTC balances in dormant accounts in accordance with Applicable Law, including applicable unclaimed property or escheatment laws. FlikTok shall use commercially reasonable efforts to contact you before taking any action regarding dormant account balances.

11. Acceptable Use

11.1 In using the Services or interacting with FTC, you agree and warrant that you:

1. Will use the Website and Mobile App strictly for personal and non-commercial purposes only;
2. Will not engage in any act that would constitute a breach of privacy or infringe upon the legal rights of any person;
3. Will not use the Website or Mobile App while impersonating another person;
4. Will not transmit any viruses, malware, or other items that may cause damage to our property or the property of other persons;
5. Will not tamper with, hinder the operation of, or make unauthorized modifications to the Website, Mobile App, or any Smart Contract;
6. Will not attempt to gain unauthorized access to user accounts, wallets, or computer networks or systems connected to the Website or Mobile App;
7. Will not use bots, scripts, or automated tools to interact with the Platform or earn FTC;
8. Will not create multiple accounts (Sybil attack) to manipulate rewards or tier progression; and
9. Will not use the Website, Mobile App, or FTC for any purpose that is either unlawful under Applicable Law or not permitted under these Terms.

11.2 To earn or redeem FTC, you must be at least eighteen (18) years of age, or the legal minimum age in countries where that age is greater than 18.

12. Prohibited Activities

12.1 In connection with the Services involving FTC, the following activities are prohibited. This list is non-exhaustive, and we reserve the right to modify or supplement it at any time:

1. Money-laundering, fraud, terrorist financing, and any other type of financial crimes;
2. Wash trading, front-running, insider trading, market manipulation, or other forms of market-based fraud or deceit;
3. Bot farming, including the use of automated software, scripts, or artificial intelligence to simulate genuine user engagement;
4. Sybil attacks, including the creation of multiple fraudulent accounts to exploit rewards or governance mechanisms;
5. Gaming the tier progression system through artificial or coordinated activity;
6. Purchasing goods of any type from hidden service markets or "Darknet" markets;
7. Any deceptive marketing, false advertising, Ponzi schemes, pyramid schemes, or multi-level marketing schemes;
8. Attempting to exploit, reverse-engineer, or interfere with the Smart Contracts or the Platform's anti-gaming controls;
9. Coordinated manipulation of the Network Activity Index or Platform Utility Rate; and
10. Any other unlawful activities that would violate or assist in violating any law, statute, ordinance, or regulation.

12.2 If we learn or suspect that any FTC transaction or Platform activity is or may be associated with prohibited activities, we may suspend or terminate your access to the Services and close your FlikTok Account without notice.

13. Privacy and Data Protection

13.1 Zero-Knowledge Proof Privacy Layer

FlikTok uses zero-knowledge proof (ZKP) technology for:

1. Privacy-preserving identity verification without exposing personal information;
2. Anti-bot protection that verifies human users without invasive data collection;
3. Proof of KYC compliance status without revealing underlying KYC documentation to third parties; and
4. Engagement verification without exposing individual user behavior patterns.

13.2 GDPR Compliance

FlikTok is committed to compliance with the General Data Protection Regulation (EU) 2016/679 ("GDPR"). Users in the European Economic Area, the United Kingdom, and Switzerland have rights including the right of access, rectification, erasure, restriction of processing, data portability, and the right to object.

13.3 CCPA Compliance

FlikTok is committed to compliance with the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA"). California residents have additional rights regarding their personal information.

13.4 Data Minimization

FlikTok follows privacy-by-design principles and collects only personal data necessary to operate the Services and comply with Applicable Law. FlikTok does not sell user data to third parties.

13.5

For details regarding data collection, use, storage, and your rights, see our Privacy Policy.

14. Governance and DAO Transition

14.1 Progressive DAO Transition

FlikTok intends to transition platform governance progressively from centralized management to a decentralized autonomous organization structure (FliktokDAO). The transition is planned in phases, with community governance authority increasing over time.

14.2 Dual-Token Structure

FlikTok uses a dual-token structure:

1. FlikCoin (FTC), the utility token used for Platform engagement and rewards, as described in these Terms; and
2. FliktokDAO (FTK), the planned governance token, separate and distinct from FTC, which will confer voting and governance rights within the FliktokDAO.

The separation of utility (FTC) from governance (FTK) is intended to keep Platform participation distinct from governance decision-making.

14.3 Current Governance

During the initial phase, FlikTok governance is managed through the three-of-five (3-of-5) on-chain multi-signature arrangement described in Section 9.3. Governance decisions include Smart Contract upgrades, reserve fund releases, token parameter adjustments, and emergency actions.

14.4 Community Governance Rights

Once FliktokDAO is implemented, governance token holders are expected to participate in proposals and votes concerning Platform parameters, treasury management, and ecosystem development. Voting power is planned to combine token holdings with participation history.

14.5 Time-Locked Transition

The transition to DAO governance will use time-locked mechanisms for transparency and community review. FlikTok makes no guarantees regarding the timing or implementation of the DAO transition.

14.6

FlikTok reserves the right to modify, delay, or cancel the planned DAO transition if, in its sole discretion, doing so is necessary to comply with Applicable Law or to protect the interests of the Platform and its users.

15. Intellectual Property

15.1 FlikTok Proprietary Technology

FlikTok considers all technology that it develops to be proprietary, including but not limited to:

1. Zero-knowledge proof identity verification and privacy systems;
2. Anti-gaming and fraud detection algorithms;
3. The content recommendation engine;
4. The Network Activity Index calculation methodology;
5. The circular economy token model implementation; and
6. All Smart Contract architecture and code.

15.2 Platform IP

All intellectual property rights in and to the Website, Mobile App, Platform, Services, and related documentation, including trademarks, service marks, trade names, logos, domain names, copyrights, and trade secrets, are and shall remain the exclusive property of FlikTok. Nothing in these Terms grants you any right, title, or interest in any FlikTok intellectual property.

15.3 User Content

By submitting content (including reviews, ratings, comments, and other user-generated content) to the Platform, you grant FlikTok a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such content in connection with the Services and FlikTok's business.

15.4 You represent and warrant that any content you submit to the Platform does not infringe the intellectual property rights or other rights of any third party.

16. Representations and Disclaimers

The precise terms of the privileges and other benefits of FTC will be determined by FlikTok in its sole and absolute discretion from time to time. Such privileges and benefits may be amended thereafter by FlikTok at any time and without notice to, or consent from, any holder of FTC, in the sole and absolute discretion of FlikTok. Any such determination or amendment shall not be a breach of these Terms.

17. Limitation of Liability and Indemnification

You agree to fully defend, indemnify, and hold harmless FlikTok and its affiliated and related entities and their respective directors, officers, employees, contractors, agents, representatives, and their respective successors and assigns from and against any and all losses, damages, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable legal fees, which arise from or in connection with: (a) your breach or alleged breach of these Terms; (b) your violation of any Applicable Law; (c) your violation of the rights of any third parties; (d) your use of the Services or FTC; (e) any content you submit to the Platform; or (f) your participation in governance activities.

18. Miscellaneous

18.1 Amendments

We may amend these Terms from time to time at our sole discretion. For material amendments, FlikTok shall provide at least thirty (30) days advance written notice through the Platform, email, or other reasonable means before such amendments take effect. During the notice period, you may terminate your use of the Services and withdraw any FTC held in your FlikTok Account. By continuing to use the Services after the effective date of a material amendment, you agree to the updated Terms. For non-material amendments, changes take effect when the Website or Mobile App is updated with the amended Terms. For users in the European Economic Area, the United Kingdom, or other jurisdictions requiring affirmative consent for material contract changes, FlikTok shall obtain such consent before material amendments become effective.

18.2 Severability

If any provision of these Terms is or becomes illegal, invalid, or unenforceable, the remaining provisions remain legal, valid, and enforceable to the maximum extent permissible.

18.3 Entire Agreement

These Terms, including Schedule 1 (Risk Disclosures) and any other relevant terms, conditions, or policies referenced herein, constitute the entire agreement between you and FlikTok with respect to FTC and the Services.

18.4 No Partnership

By using our Services, you agree that no franchise, association, joint venture, agency, partnership, or employment relationship exists between you and us. You are not an agent, employee, or partner of FlikTok, and you do not have authority to bind FlikTok in any respect.

18.5 Force Majeure

We shall not be liable for any failure to perform, or delay in performing, any of our obligations under these Terms where such failure or delay arises from causes beyond our reasonable control, including acts of God, natural disasters, pandemics, civil disturbances, wars, governmental or regulatory actions, blockchain network failures, smart contract exploits affecting the Polygon network, and other circumstances that we could not reasonably foresee or mitigate.

18.6 Governing Law

These Terms and any arbitration agreement are governed by and shall be construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. Any legal action or proceeding relating to these Terms shall be instituted in a state or federal court in the State of Tennessee.

18.7 Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms shall first be submitted to good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit it to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Tennessee. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.8 Class Action Waiver

You agree that any dispute shall be brought against us on an individual basis only and not as a plaintiff or class member in a purported class, consolidated, or representative action. You hereby waive any right to participate in a class action lawsuit or class-wide arbitration against FlikTok.

18.9 Communications and Recording

You agree that we may record any communications with you and that such recordings may be used as evidence in any proceedings. You consent to receiving electronic communications from FlikTok, including by email, push notifications, or posting on the Platform.

18.10 Changes to Website and Services

We may improve or change the Website, Mobile App, Services, Smart Contracts, or FTC functionality at any time, subject to the timelock and multi-signature requirements described in Section 9.

18.11 Assignment

FlikTok may assign or transfer these Terms or any of its rights and obligations hereunder without your prior consent. You may not assign or transfer these Terms or any of your rights or obligations hereunder without FlikTok's prior written consent.

18.12 Survival

All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

18.13 Jurisdictional Limitations on Arbitration

The arbitration agreement in Section 18.7 and the class action waiver in Section 18.8 apply only to the extent permitted by the laws of your jurisdiction. Users in the European Economic Area, the United Kingdom, or other jurisdictions where mandatory arbitration clauses or class action waivers are unenforceable retain their statutory rights to bring claims in their home courts and to participate in collective proceedings as permitted by Applicable Law.

18.14 Regulatory Changes

FlikTok reserves the right to modify, restrict, suspend, or discontinue any aspect of the Services, FTC functionality, or Platform features in response to changes in Applicable Law, regulatory guidance, or enforcement actions, without prior notice where immediate action is required for compliance. FlikTok shall use commercially reasonable efforts to provide advance notice of any such changes where practicable.

19. Contact Information

If you have any questions about these Terms or the Services, please contact us at:

Schedule 1

Risk Disclosures: Certain Risk Factors

No promises of future performance or value are or will be made with respect to FTC, including no promise of inherent value, no promise of continuing payments, and no guarantee that FTC will hold any particular value. The Platform Utility Rate is a business pricing decision subject to change and does not constitute a guarantee of value.

By acquiring or earning FTC, you expressly acknowledge and assume all risks related thereto including (without limitation) the risks set out below.

1. Reliance on Developers. FlikTok depends on software developers to maintain and develop the Platform, Smart Contracts, and related technology. If FlikTok cannot retain qualified developers, FTC functionality or the Platform may be adversely affected.
2. Risk of Losing Access to FTC Due to Wallet Incompatibility. Your digital wallet must be compatible with ERC-20 tokens on the Polygon network. Non-compatible wallets will not support FTC transactions. You are solely responsible for ensuring wallet compatibility. FlikTok shall have no liability for any loss of FTC resulting from wallet incompatibility.
3. Risks Associated with the Polygon Blockchain. A malfunction, failure, abandonment, unexpected operation, or attack affecting Polygon could adversely affect FTC. FlikTok does not own, operate, or control Polygon.
4. Risks Associated with Your Credentials. Anyone who obtains your wallet credentials or private keys may be able to dispose of your FTC. You should prevent unauthorized access to your devices and store private keys securely, including in backup locations.
5. Risk of Unfavorable Regulatory Action. Regulatory scrutiny or new rules for blockchain technology and cryptographic tokens could restrict FTC or the Platform, including by treating FTC as a regulated financial instrument. FlikTok may cease operations in a jurisdiction if regulatory action makes it illegal or commercially undesirable to operate.
6. Howey Test and Securities Classification Risk. Although FlikTok has designed FTC as a utility token and conducted a Howey Test analysis supporting that classification, the U.S. Securities and Exchange Commission or another regulator may disagree. If FTC is classified as a security, FlikTok may need to register it under applicable securities laws or cease distribution, which could materially adversely affect FTC and the Platform.
7. MiCA Regulatory Risk. FlikTok plans to align with the Markets in Crypto-Assets (MiCA) framework for European Union expansion. MiCA requirements, including registration, reserve, and disclosure obligations, may impose compliance costs or restrict FTC distribution in the EU. There is no guarantee that FlikTok will obtain or maintain MiCA compliance.
8. Risk of Alternative Platforms. Competing platforms could reduce FlikTok's use. FTC may have limited or no utility on those platforms, and competition could negatively affect the value and utility of FTC.
9. Risk of Insufficient Adoption. If users do not adopt or engage with FlikTok, the Network Activity Index, Platform Utility Rate, and utility of FTC may be adversely affected.
10. Market and Liquidity Risk. If FTC trades on a secondary market, including a DEX, demand may determine its price, and there may be limited or no market. You should be prepared to hold FTC indefinitely. FlikTok makes no representations about future market price.
11. Litigation and Third-Party Claims. Third-party claims against FlikTok, regardless of merit, may reduce confidence in FlikTok or the ability to hold or transfer FTC.
12. Smart Contract Vulnerability Risk. Despite FlikTok's internal security audit (93/93 items passed) and planned third-party audit, Smart Contracts may contain bugs, vulnerabilities, or exploitable weaknesses that could result in lost FTC, unauthorized transfers, or other adverse outcomes. The UUPS upgradeable proxy pattern adds complexity and potential attack vectors, and smart-contract technology may fail to perform as expected at scale.
13. Smart Contract Upgradeability Risk. FlikTok's Smart Contracts currently employ UUPS upgradeability, which permits the multi-signature governance holders to modify contract logic through the end of 2026. While upgrade authority requires three-of-five (3-of-5) approval with a forty-eight (48) hour timelock, this upgradeability introduces risks that contract behavior could be altered during the upgradeable period. After the planned renunciation of upgrade authority, the Smart Contracts will become immutable. Until renunciation occurs, users should be aware of the elevated risk associated with upgradeable smart contract systems.
14. Zero-Knowledge Proof Technology Risk. ZKP technology may contain vulnerabilities, and advances in cryptography or computing, including quantum computing, could undermine its security assumptions.
15. Risks from Taxation. The tax treatment of FTC is uncertain. You should seek your own tax advice. Earning, holding, redeeming, or transacting in FTC may result in adverse tax consequences, including withholding taxes, income taxes, and reporting requirements.
16. Risk of Theft and Hacking. Smart Contracts, the Platform, and Polygon may be subject to denial-of-service, Sybil, spoofing, malware, consensus-based, phishing, and other attacks. A successful attack or loss or theft of your private key or password could result in permanent loss of FTC.
17. Risk of Security Weaknesses. The Platform and Smart Contracts may contain vulnerabilities or bugs. Multi-signature governance, timelocks, and emergency pause mechanisms may not identify or mitigate all security risks.
18. Risk of Weaknesses or Exploitable Breakthroughs in Cryptography. Advances in cryptography or technology, including quantum computing, could threaten Polygon, Smart Contracts, or FTC. The process for creating or managing FTC may be interrupted or may not be error-free.
19. Risk of Lack of Adoption or Use. The utility of FTC may be limited or nonexistent if the Platform or FlikTok Services do not achieve sufficient acceptance, use, or adoption.
20. Risk of Dissolution. Development problems, failed business relationships, lack of public interest or funding, or competing claims could cause FlikTok to cease operations or dissolve. You may receive no benefits through FTC.
21. Risk Arising from Governance Transition. FlikTok's planned DAO transition may be affected by governance attacks, inadequate community participation, or conflicts between governance-token holders and FTC users. The transition may not occur as planned or at all.
22. Risks Associated with Incomplete Information. You will not have access to all information relevant to FlikTok, FTC, or the Platform. FlikTok is not required to update you on all aspects of development. You are responsible for your decision to acquire or earn FTC.
23. Risks Associated with Data Privacy Laws. Data protection, privacy, security, and other regulatory requirements may impose additional obligations. Security compromises could harm FlikTok's reputation and user confidence.
24. Risks Associated with Intellectual Property. FlikTok's ability to compete depends in part on protecting its intellectual property. Third parties may assert infringement claims, and related litigation could adversely affect FlikTok's business.
25. Unanticipated Risks. Cryptographic tokens are relatively new and untested. Additional risks may arise that FlikTok cannot anticipate, including combinations or variations of the risks described above.

Additional Terms Applicable to Mobile Devices

iOS App Terms

The following terms apply if you install, access or use the Services on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple"):

• Acknowledgment: You acknowledge that these Terms are concluded solely between us, and not with Apple, and FlikTok, not Apple, is solely responsible for the iOS App and the content thereof.
• Scope of License: The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
• Maintenance and Support: You and FlikTok acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
• Warranty: You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App.
• Product Claims: You and FlikTok acknowledge that as between Apple and FlikTok, FlikTok, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App.
• Intellectual Property Rights: The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party's intellectual property rights, FlikTok, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
• Legal Compliance: You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Third-Party Beneficiary: The parties acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms.

Android App Terms

The following terms apply if you install, access or use the Services on any device that contains the Android mobile operating system (the "Android App") developed by Google, Inc. ("Google"):

• You acknowledge that these Terms are between You and us only, and not with Google.
• Your use of our Android App must comply with Google's then-current Android Market Terms of Service.
• Google is only a provider of the Android Market where You obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and Content available thereon.
• Google has no obligation or liability to You with respect to Our Android App or these Terms.
• You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to our Android App.

Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify FlikTok's designated agent as follows: