Terms of Use

PLEKXA TERMS OF USE
PART I – PLATFORM TERMS & USER ACCOUNTS

1. INTRODUCTION

Welcome to Plekxa.

Plekxa is an experience-driven music, media and creative ecosystem that enables users to discover, stream, create, contribute to, participate in and benefit from Experiences and creative assets made available through the Platform.

These Terms of Use (“Terms”) govern access to and use of the Plekxa website, applications, software, services, content, products, Experiences, creator tools, ownership systems and related services (collectively, the “Platform”).

These Terms form a legally binding agreement between you and Plekxa Group Ltd (“Plekxa”, “we”, “us” or “our”).

By accessing, registering for, browsing or using the Platform, you agree to be bound by these Terms and all policies incorporated by reference.

If you do not agree to these Terms, you must not use the Platform.

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2. INCORPORATED POLICIES

The following policies form part of these Terms and are incorporated by reference:

a) Creator Participation Policy

b) Experience Ownership Unit (EOU) Policy

c) Copyright and Intellectual Property Policy

d) Community Standards Policy

e) Subscription and Billing Policy

f) Privacy Policy

In the event of any conflict between these Terms and a supplemental policy, these Terms shall prevail unless expressly stated otherwise.

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3. ELIGIBILITY

To use the Platform, you must:

a) be at least eighteen (18) years old; or

b) possess legal capacity under the laws applicable in your jurisdiction; or

c) have the consent of a parent or legal guardian where permitted by applicable law.

You represent and warrant that:

a) all information provided to Plekxa is accurate;

b) you possess authority to enter into these Terms;

c) your use of the Platform complies with all applicable laws.

Plekxa reserves the right to refuse registration or terminate access where eligibility requirements are not satisfied.

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4. ACCOUNT REGISTRATION

Certain Platform features require the creation of an account.

You may be required to provide:

• Full name

• Email address

• Username

• Payment information

• Identity verification information

• Tax information

• Other information reasonably requested by Plekxa

You agree to provide accurate, complete and up-to-date information.

You agree to promptly update any information that becomes inaccurate.

Plekxa may verify information provided by users and may suspend access pending verification.

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5. ACCOUNT SECURITY

You are responsible for:

a) maintaining the confidentiality of login credentials;

b) restricting access to your devices;

c) all activity conducted through your account.

You must notify Plekxa immediately upon becoming aware of:

• Unauthorized access

• Credential compromise

• Security breaches

Plekxa shall not be liable for losses arising from failure to maintain account security.

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6. ACCOUNT TYPES

Plekxa may operate multiple account categories.

The Platform may introduce additional account categories at any time.

Account categories may include:
6.1 Listener Accounts

Listener Accounts are intended for users who consume Experiences and content available on the Platform.

Listeners may:

• Stream content

• Create playlists

• Save Experiences

• Subscribe to services

• Interact with community features

Listener Accounts do not automatically confer creator rights or ownership rights.
6.2 Creator Accounts

Creator Accounts are intended for users who contribute content or participate in Experiences.

Creators may:

• Submit assets

• Participate in Experiences

• Receive Experience Ownership Units

• Receive distributions

• Access creator tools

Creator participation remains subject to approval by Plekxa.
6.3 Studio Accounts

Studio Accounts are intended for approved studios operating within the Plekxa ecosystem.

Studios may:

• Create assets

• Develop concepts

• Recruit contributors

• Submit proposals

• Participate in approved Experiences

Studio status may be granted, suspended or revoked at Plekxa’s discretion.
6.4 Partner Accounts

Partner Accounts may be issued to sponsors, institutions, brands, investors and strategic partners.

Partner rights shall be determined by separate agreements where applicable.
6.5 Approved Participant Accounts

Approved Participant Accounts are accounts authorized to hold Experience Ownership Units.

Plekxa may establish eligibility requirements for Approved Participants.

Not all users are eligible to become Approved Participants.

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7. PLATFORM COMMUNICATIONS

By creating an account, you consent to receive communications from Plekxa relating to:

• Account administration

• Platform updates

• Security notices

• Billing matters

• Creator opportunities

• Experience announcements

• Legal notices

You may opt out of marketing communications where permitted by law.

You may not opt out of essential service communications.

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8. USER RESPONSIBILITIES

Users agree to:

a) use the Platform lawfully;

b) respect intellectual property rights;

c) provide accurate information;

d) comply with Platform policies;

e) act in good faith when interacting with other users.

Users shall not:

• Misrepresent identity

• Circumvent Platform rules

• Interfere with Platform operations

• Engage in fraudulent conduct

• Upload malicious software

• Manipulate Platform metrics

• Engage in market manipulation relating to EOUs

• Abuse reporting systems

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9. PROHIBITED ACTIVITIES

Users shall not:

a) violate applicable laws;

b) infringe intellectual property rights;

c) engage in hate speech;

d) engage in harassment;

e) threaten violence;

f) distribute unlawful content;

g) engage in spam activities;

h) create fake accounts;

i) scrape Platform data without authorization;

j) use bots without authorization;

k) attempt unauthorized access to Platform systems.

Plekxa may investigate and take action against prohibited conduct.

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10. PLATFORM AVAILABILITY

Plekxa does not guarantee uninterrupted availability of the Platform.

The Platform may be:

• Updated

• Modified

• Suspended

• Restricted

• Discontinued

without prior notice where reasonably necessary.

Plekxa may perform maintenance, upgrades and security measures that affect availability.

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11. BETA FEATURES

Plekxa may release experimental features.

Beta features are provided “as-is”.

Beta features may:

• Contain errors

• Be modified

• Be discontinued

• Never become publicly available

Users participate in beta features at their own risk.

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12. FEEDBACK

Users may provide suggestions, ideas, concepts and feedback.

By submitting feedback, you grant Plekxa a perpetual, irrevocable, worldwide, royalty-free right to use, modify and implement such feedback without compensation.

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13. ACCOUNT SUSPENSION

Plekxa may suspend an account where:

a) Terms are violated;

b) fraudulent activity is suspected;

c) unlawful conduct is suspected;

d) account security is compromised;

e) regulatory compliance requires suspension.

During suspension, access to some or all Platform services may be restricted.

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14. ACCOUNT TERMINATION

Plekxa may terminate accounts for material breaches of these Terms.

Users may terminate accounts by following Platform procedures.

Termination of an account does not automatically terminate:

• Existing contractual obligations

• Existing EOU ownership

• Existing payment obligations

• Existing confidentiality obligations

Such obligations survive termination where applicable.

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15. SURVIVAL

The following provisions survive account termination:

• Intellectual Property provisions

• Confidentiality provisions

• Limitation of Liability provisions

• Indemnity provisions

• Governing Law provisions

• EOU ownership provisions

• Payment and distribution provisions

• Dispute resolution provisions

to the extent applicable.

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16. RESERVATION OF RIGHTS

Plekxa reserves all rights not expressly granted to users under these Terms.

No provision of these Terms shall be interpreted as transferring ownership of the Platform, software, trademarks, business systems, governance rights or other proprietary interests to users except where expressly stated.

END OF PART I

PLEKXA TERMS OF USE
PART II – THE PLEKXA ECOSYSTEM, EXPERIENCES AND ASSET DATABASE
17. THE PLEKXA ECOSYSTEM

Plekxa operates a multi-layer creative ecosystem designed to facilitate the creation, preservation, commercialization and distribution of creative assets and Experiences.

The Platform is not a traditional record label, distributor, publisher or streaming service, although it may perform functions similar to each of these activities.

The Plekxa ecosystem consists primarily of:

a) Studios;

b) Contributors;

c) The Asset Database;

d) The Experience Department;

e) Experiences;

f) Approved Participants;

g) Experience Ownership Units (EOUs);

h) Listeners and Subscribers.

Each component performs a distinct function within the ecosystem.

Plekxa reserves the right to modify, expand, consolidate or replace ecosystem components where necessary to improve operations, compliance, scalability or commercial performance.

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18. STUDIOS

Studios constitute the primary creation layer of the ecosystem.

Studios may be operated by:

• Individual creators

• Groups of creators

• Independent organizations

• Strategic partners

• Plekxa itself

Studios are responsible for:

a) Creating assets;

b) Developing concepts;

c) Producing recordings;

d) Recruiting contributors;

e) Exploring themes and narratives;

f) Submitting proposals;

g) Supporting approved Experiences.

Studios do not determine:

• Final product structures;

• Release strategies;

• Experience classifications;

• Catalogue integration decisions;

• Commercial exploitation strategies.

Such decisions remain exclusively within Plekxa’s authority.

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19. STUDIO STATUS

Studio status is granted by Plekxa.

Plekxa may approve, suspend, revoke or modify Studio status at its sole discretion.

Studio approval does not create employment, partnership, agency, joint venture or ownership rights in Plekxa.

Studios remain independent participants within the ecosystem.

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20. CONTRIBUTORS

Contributors may include:

• Lead Creators

• Artists

• Producers

• Writers

• Directors

• Narrators

• Story Contributors

• Visual Creators

• Other approved participants

Contributors may participate in one or more Experiences.

Contributor classifications may be determined by Plekxa or designated Studio leadership.

Contributor classifications may affect allocation eligibility, attribution treatment and participation rights.

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21. ASSETS

Assets may include:

• Sound recordings

• Musical compositions

• Instrumentals

• Spoken word recordings

• Narratives

• Interludes

• Transitions

• Audiovisual content

• Artwork

• Metadata

• Creative concepts

• Future approved formats

Assets may exist independently of any Experience.

Assets may be created specifically for an Experience or may originate outside the ecosystem.

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22. THE ASSET DATABASE

The Asset Database constitutes the permanent infrastructure layer of the Plekxa ecosystem.

The Asset Database may store:

• Approved assets

• Metadata

• Associated rights information

• Contributor records

• Experience records

• Ownership records

The Asset Database serves as the foundation from which Experiences may be created, expanded, modified and maintained.

Plekxa retains exclusive authority regarding:

• Asset storage

• Asset organization

• Asset classification

• Asset management

• Asset reuse

• Asset retirement

• Asset preservation

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23. CONTENT SUBMISSION

Creators may submit assets for evaluation.

Submission does not guarantee:

• Acceptance;

• Publication;

• Distribution;

• Inclusion in an Experience;

• Commercial exploitation.

Submission grants Plekxa limited evaluation rights only.

Ownership shall not transfer upon submission alone.

Ownership transfer occurs only upon acceptance into an approved Experience in accordance with these Terms and the Intellectual Property Policy.

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24. ACCEPTANCE OF ASSETS

Plekxa may accept or reject submitted assets at its sole discretion.

Evaluation criteria may include:

• Creative quality;

• Technical quality;

• Originality;

• Experience suitability;

• Audience relevance;

• Commercial viability;

• Compliance considerations;

• Brand alignment.

Plekxa is not obligated to provide reasons for rejection.

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25. EXPERIENCES

An Experience means a curated creative product designated by Plekxa consisting of one or more audio recordings, musical works, narratives, performances, visual works, stories, themes or other creative assets arranged for listener consumption, engagement, education, entertainment, utility, cultural expression or commercial exploitation.

Experiences may take forms including:

• Albums;

• Playlists;

• Narrative collections;

• Utility listening products;

• Multimedia experiences;

• Educational experiences;

• Cultural experiences;

• Future formats.

The legal classification of an Experience shall be determined solely by Plekxa.

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26. EXPERIENCE CREATION

Experiences may be created using:

a) Newly created assets;

b) Existing Asset Database assets;

c) A combination of both.

Plekxa may determine the composition of any Experience.

Contributors acknowledge that Plekxa may combine assets originating from multiple Studios, projects, creators or periods of creation.

No Contributor approval shall be required.

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27. EXPERIENCE DEPARTMENT

The Experience Department constitutes the product layer of the ecosystem.

The Experience Department may:

• Design Experiences;

• Curate assets;

• Determine sequencing;

• Determine packaging;

• Determine release structures;

• Determine branding approaches;

• Determine audience positioning.

The Experience Department does not require Contributor approval to perform these functions.

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28. EXPERIENCE CATEGORIES

Plekxa may classify Experiences into categories including:
Utility Experiences

Experiences designed to achieve emotional, cognitive or functional outcomes.

Examples include:

• Focus;

• Relaxation;

• Sleep;

• Energy;

• Creativity.
Narrative Experiences

Experiences designed around stories, themes, cultures, identities or perspectives.
Signature Experiences

Flagship artistic works designated by Plekxa.

Plekxa may create additional categories at any time.

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29. PROJECT TIERS

Experiences may be classified into tiers.

Tier classifications may affect:

• EOU allocations;

• Stipend eligibility;

• Marketing support;

• Distribution treatment;

• Participation opportunities.

Tier classifications may include:

a) Community Experiences;

b) Sponsored Experiences;

c) Premium Experiences;

or any future classifications established by Plekxa.

Detailed allocation structures shall be governed by the Creator Participation Policy.

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30. REUSE OF ASSETS

Contributors acknowledge that the ecosystem depends upon asset reuse.

Plekxa may:

• Reuse assets;

• Repackage assets;

• Resequence assets;

• Rebrand assets;

• Curate assets;

• Incorporate assets into new Experiences;

• Adapt assets for future formats.

No additional consent shall be required.

No additional approval rights shall arise.

Such rights constitute an essential condition of participation in the ecosystem.

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31. RETIREMENT OF EXPERIENCES

Plekxa may retire, archive, discontinue or reclassify an Experience.

Retirement of an Experience shall not:

• Eliminate valid EOUs;

• Remove valid attribution records;

• Affect accrued distributions;

• Affect ownership records.

Underlying assets remain available within the Asset Database unless otherwise determined by Plekxa.

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32. FUTURE TECHNOLOGIES

Contributors acknowledge that future methods of content delivery may emerge.

To the extent permitted by law, rights granted under these Terms include exploitation through technologies, platforms, formats and methods that may not currently exist.

Plekxa may adapt assets and Experiences for future technologies provided that such use remains consistent with the ecosystem model and applicable law.

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33. NO EXPECTATION OF RELEASE

Acceptance of an asset does not guarantee:

• Immediate release;

• Public release;

• Commercial release;

• Marketing support;

• Revenue generation.

Plekxa retains discretion regarding timing and method of exploitation.

However, accepted assets remain eligible for future use within the ecosystem.

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34. ECOSYSTEM PRINCIPLE

The Parties acknowledge and agree that:

Studios create assets.

The Asset Database preserves assets.

The Experience Department transforms assets into Experiences.

EOUs enable ownership participation.

Plekxa governs and scales the ecosystem.

This principle forms a fundamental basis of participation within the Platform.

END OF PART II

PLEKXA TERMS OF USE
PART III – INTELLECTUAL PROPERTY, ASSET OWNERSHIP AND CATALOGUE RIGHTS
35. INTELLECTUAL PROPERTY FRAMEWORK

The Parties acknowledge that the Plekxa ecosystem is built upon the creation, acquisition, preservation, management, exploitation and commercialization of intellectual property assets.

The intellectual property framework consists of three separate categories:

a) Master Recordings;

b) Compositions and Publishing Rights;

c) Experience Ownership Units (EOUs).

Each category represents a distinct property interest and shall be treated independently.

Ownership of one category shall not automatically create ownership of another category unless expressly stated.

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36. MASTER RECORDINGS

A Master Recording includes:

• Sound recordings;

• Audio recordings;

• Audiovisual recordings;

• Narration recordings;

• Spoken word recordings;

• Interludes;

• Instrumentals;

• Remixes;

• Alternate versions;

• Edited versions;

• Enhanced versions;

• Future derivative recording formats.

Master Recordings may be created by one or more Contributors.

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37. TRANSFER OF MASTER OWNERSHIP

Ownership of a Master Recording shall not transfer upon submission.

Transfer occurs only when:

a) the asset is accepted into an approved Experience;

b) the asset is incorporated into the Asset Database; and

c) the Contributor continues participation under these Terms.

Upon acceptance:

All right, title and interest in the applicable Master Recording shall transfer to Plekxa.

Such transfer includes all exploitation rights necessary for operation of the ecosystem.

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38. RIGHTS ACQUIRED BY PLEKXA

Upon transfer of a Master Recording, Plekxa shall acquire the exclusive right to:

• Reproduce;

• Distribute;

• Publish;

• Broadcast;

• Stream;

• Synchronize;

• Adapt;

• Repackage;

• Curate;

• Commercialize;

• License;

• Sell;

• Assign;

• Archive;

• Reuse;

• Incorporate into future Experiences;

• Incorporate into future technologies.

These rights shall apply worldwide and for the duration of applicable intellectual property protection.

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39. ASSET DATABASE RIGHTS

Contributors acknowledge that catalogue continuity represents a fundamental component of the Plekxa model.

Accordingly, accepted assets may be:

• Preserved indefinitely;

• Reclassified;

• Reused;

• Repackaged;

• Combined with other assets;

• Integrated into future Experiences;

• Adapted for new technologies;

• Included in derivative products.

Such rights are essential to the operation of the Platform.

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40. NO REVOCATION OF ACCEPTED ASSETS

Except where required by law:

Contributors may not withdraw accepted assets from the Asset Database.

Contributors may not revoke rights granted under these Terms after acceptance.

This provision is necessary to maintain catalogue continuity and protect the rights of other Contributors and EOU holders.

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41. COMPOSITIONS AND SONGWRITING

Ownership of Master Recordings is separate from ownership of musical compositions.

Unless expressly assigned:

Songwriters retain ownership of their compositions.

This includes:

• Lyrics;

• Melodies;

• Harmonic structures;

• Literary elements;

• Musical arrangements protected under applicable law.

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42. PUBLISHING OWNERSHIP

Unless otherwise agreed:

A sole songwriter owns one hundred percent (100%) of their publishing rights.

Where multiple songwriters create a composition and no separate agreement exists:

Publishing ownership shall be divided equally among participating songwriters.

Plekxa shall not acquire publishing ownership merely through ownership of a Master Recording.

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43. PUBLISHING ADMINISTRATION

Contributors remain responsible for:

• Collection society registrations;

• Publishing registrations;

• Writer registrations;

• Publisher registrations where applicable.

Plekxa may offer administrative assistance but shall not be obligated to do so.

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44. LICENSING OF MASTER RECORDINGS

Plekxa may license Master Recordings for:

• Streaming;

• Downloads;

• Synchronization;

• Television;

• Film;

• Advertising;

• Games;

• Educational products;

• Commercial partnerships;

• Future media formats.

No Contributor approval shall be required.

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45. LICENSING OF EXPERIENCES

Plekxa may license entire Experiences.

Such licensing may include:

• Distribution agreements;

• Sponsorship arrangements;

• Brand partnerships;

• White-label arrangements;

• Catalogue transactions;

• Platform partnerships.

EOU holders participate economically according to applicable EOU provisions.

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46. DERIVATIVE WORKS

Plekxa may create or authorize derivative works based upon accepted assets.

Derivative works may include:

• Remixes;

• Edits;

• Compilations;

• Experience adaptations;

• Multi-format versions;

• Localized versions;

• Future derivative formats.

Derivative works shall remain subject to the rights granted under these Terms.

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47. MORAL RIGHTS

To the fullest extent permitted by law:

Contributors waive any moral rights that may interfere with:

• Editing;

• Sequencing;

• Adaptation;

• Repackaging;

• Rebranding;

• Reuse;

• Experience creation.

Where waiver is not legally permitted:

Contributors agree not to exercise such rights in a manner inconsistent with these Terms.

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48. NAME, IMAGE AND LIKENESS

Contributors grant Plekxa a non-exclusive worldwide right to use:

• Name;

• Stage name;

• Image;

• Likeness;

• Biography;

• Professional history;

• Approved promotional materials.

Such use may occur in connection with:

• Marketing;

• Distribution;

• Promotion;

• Experience presentation;

• Platform operation.

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49. ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING

Plekxa shall not use Contributor content to train external commercial artificial intelligence models without obtaining additional permissions where required by law.

Plekxa may utilize artificial intelligence tools internally for:

• Asset organization;

• Metadata generation;

• Search functionality;

• Recommendation systems;

• Platform operations.

Nothing in this clause grants ownership of Contributor identities, voices or likenesses for synthetic reproduction without separate authorization.

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50. TRADEMARKS

Plekxa retains all rights in:

• Plekxa trademarks;

• Logos;

• Brand names;

• Service marks;

• Trade dress;

• Platform branding.

No rights are granted except those necessary to use the Platform.

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51. USER GENERATED CONTENT

Users may post:

• Comments;

• Reviews;

• Feedback;

• Community contributions.

Users retain ownership of such content.

However, users grant Plekxa a non-exclusive, worldwide, royalty-free licence to:

• Display;

• Reproduce;

• Publish;

• Distribute;

• Moderate;

• Archive

such content in connection with Platform operation.

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52. INFRINGEMENT CLAIMS

Users must not submit content that infringes third-party rights.

Plekxa may:

• Remove content;

• Suspend accounts;

• Terminate participation;

• Freeze distributions;

where infringement claims arise.

Plekxa reserves the right to investigate and resolve disputes regarding ownership and authorship.

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53. INDEMNIFICATION FOR RIGHTS VIOLATIONS

Contributors shall indemnify and hold harmless Plekxa against losses arising from:

• Copyright infringement;

• Trademark infringement;

• Rights violations;

• False ownership claims;

• Breach of warranties.

This obligation survives termination.

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54. FUTURE EXPLOITATION RIGHTS

The Parties acknowledge that future methods of exploitation may emerge.

Rights granted to Plekxa shall extend to technologies and commercial models that do not currently exist, provided such exploitation remains lawful.

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55. INTELLECTUAL PROPERTY PRINCIPLE

The Parties acknowledge and agree that:

Master Recordings become part of the Plekxa Asset Database.

Songwriters retain publishing ownership unless otherwise assigned.

EOUs provide ownership participation in Experiences.

Plekxa retains authority to manage, preserve, exploit and scale the catalogue.

These principles form a fundamental condition of participation within the Platform.

END OF PART III

PLEKXA TERMS OF USE
PART IV – EXPERIENCE OWNERSHIP UNITS (EOUs)
56. PURPOSE OF EXPERIENCE OWNERSHIP UNITS

Plekxa has established Experience Ownership Units (“EOUs”) to enable approved participants to acquire and retain ownership interests in Experiences created within the Plekxa ecosystem.

EOUs are intended to align the interests of creators, contributors and Plekxa by allowing contributors to participate in the long-term value generated by Experiences.

EOUs are contractual ownership interests governed exclusively by these Terms and associated policies.

EOUs do not constitute shares in Plekxa Group Ltd.

EOUs do not represent equity securities, debt instruments, partnership interests, collective investment interests or ownership in Plekxa itself.

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57. DEFINITION OF EOU

An Experience Ownership Unit represents a proprietary ownership interest in a specific Experience designated by Plekxa.

An EOU holder acquires rights relating to:

• Revenue distributions;

• Licensing proceeds;

• Sale proceeds;

• Approved economic benefits associated with the Experience.

EOUs do not confer ownership of:

• Plekxa Group Ltd;

• Platform infrastructure;

• Master Recordings;

• Trademarks;

• Software systems;

• Publishing rights.

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58. NATURE OF EOU OWNERSHIP

EOUs constitute:

• Transferable assets;

• Inheritable assets;

• Assignable assets;

• Recognizable ownership interests within the Plekxa ecosystem.

EOUs may be held indefinitely unless extinguished in accordance with these Terms.

EOUs are perpetual.

No expiry date shall apply.

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59. EOU REGISTRY

Plekxa shall maintain an official EOU Registry.

The Registry shall record:

• Experience identification;

• EOU allocations;

• Ownership history;

• Transfers;

• Inheritance records;

• Encumbrances approved by Plekxa.

The Registry maintained by Plekxa shall be conclusive evidence of ownership.

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60. EOU ISSUANCE

EOUs may be issued only by Plekxa.

EOUs may be granted through:

• Experience participation;

• Contributor allocations;

• Approved acquisitions;

• Strategic partnerships;

• Approved investment arrangements;

• Other mechanisms established by Plekxa.

EOUs have no validity unless recorded within the EOU Registry.

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61. EOU ALLOCATIONS

EOU allocations shall be determined according to:

• Experience Tier;

• Contributor role;

• Creator Participation Policy;

• Applicable allocation schedules.

Plekxa may allocate EOUs among:

• Lead Creators;

• Artists;

• Producers;

• Directors;

• Approved participants;

• Strategic contributors.

Allocation percentages shall be documented in official allocation records maintained by Plekxa.

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62. OWNERSHIP RIGHTS OF EOU HOLDERS

EOU holders shall have the right to:

a) Receive distributions;

b) Participate in Experience sale proceeds;

c) Transfer EOUs subject to restrictions;

d) Gift EOUs subject to restrictions;

e) Inherit EOUs;

f) Hold EOUs indefinitely;

g) Access ownership records relating to their holdings.

These rights constitute the core rights of EOU ownership.

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63. PROTECTED CORE RIGHTS

The following EOU rights are protected rights:

• Ownership;

• Transferability;

• Distribution participation;

• Sale participation;

• Inheritance rights.

Plekxa shall not materially eliminate these rights for previously issued EOUs.

Administrative procedures may be amended without affecting core rights.

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64. NO GOVERNANCE RIGHTS

EOUs do not grant:

• Voting rights;

• Board rights;

• Governance rights;

• Approval rights;

• Veto rights;

• Management authority;

• Operational authority.

EOU ownership and governance are separate concepts.

Ownership is distributed.

Governance remains centralized.

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65. EXCLUSIVE GOVERNANCE AUTHORITY

Plekxa retains exclusive authority over:

• Distribution decisions;

• Licensing decisions;

• Marketing decisions;

• Experience design;

• Asset selection;

• Catalogue management;

• Commercial partnerships;

• Sale negotiations;

• Strategic decisions.

EOU holders may not interfere with these activities.

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66. APPROVED PARTICIPANTS

Only Approved Participants may hold EOUs.

Approved Participants may include:

• Creators;

• Studios;

• Contributors;

• Approved partners;

• Approved investors;

• Other persons approved by Plekxa.

Plekxa may establish qualification requirements.

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67. PROHIBITED HOLDERS

EOUs may not be transferred to:

• Direct competitors of Plekxa;

• Unauthorized streaming services;

• Unauthorized digital service providers;

• Entities determined by Plekxa to create conflicts of interest;

• Persons prohibited by law.

Plekxa may reject prohibited transfers.

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68. TRANSFER OF EOUs

EOUs may be:

• Sold;

• Assigned;

• Gifted;

• Transferred;

subject to these Terms.

No transfer becomes effective until recorded in the EOU Registry.

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69. RIGHT OF FIRST REFUSAL

Prior to any sale of EOUs to a third party:

The EOU holder must provide written notice to Plekxa.

The notice must include:

• Proposed purchaser;

• Proposed price;

• Material transaction terms.

Plekxa shall have thirty (30) days to purchase the EOUs on substantially equivalent terms.

If Plekxa declines, the holder may proceed with the proposed transfer.

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70. FAILURE TO COMPLETE APPROVED SALE

If an approved transfer is not completed within ninety (90) days:

Plekxa may require a new notice and a new Right of First Refusal process.

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71. GIFTS AND FAMILY TRANSFERS

EOUs may be gifted to Approved Participants.

Transfers to spouses, children, estates or immediate family members may be permitted subject to verification procedures.

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72. INHERITANCE

EOUs shall pass to lawful heirs, beneficiaries or estates.

Plekxa may require:

• Probate documents;

• Letters of administration;

• Court orders;

• Identity verification.

EOUs remain valid during succession proceedings.

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73. RETIREMENT OF EXPERIENCES

Plekxa may retire an Experience.

Retirement does not extinguish EOUs.

EOU holders retain ownership interests.

If underlying assets continue generating revenue, distributions remain payable according to applicable allocations.

⸻
74. EXPERIENCE SALES

Plekxa may sell, assign, license or otherwise transfer an Experience.

EOU holders shall participate economically according to their ownership percentages.

Plekxa retains exclusive authority to negotiate and complete transactions.

EOU holder approval shall not be required.

⸻
75. EXPERIENCE NET REVENUE

EOU distributions shall be based upon Experience Net Revenue.

Experience Net Revenue means revenue generated directly by an Experience after deduction of allowable expenses.

⸻
76. ALLOWABLE DEDUCTIONS

Allowable deductions include:

• Distribution fees;

• Payment processing fees;

• Project-specific marketing expenses;

• Project-specific licensing costs;

• Collection costs;

• Required taxes;

• Currency conversion costs.

General company expenses shall not be deductible.

⸻
77. NON-ALLOWABLE DEDUCTIONS

The following expenses shall not be deducted from Experience Revenue:

• Staff salaries;

• Office rent;

• General legal expenses;

• General software expenses;

• Founder compensation;

• General overhead;

• Platform development costs unrelated to the Experience.

⸻
78. DISTRIBUTION PERIODS

Distributions shall be calculated quarterly.

Quarterly periods shall be:

Q1 – January to March

Q2 – April to June

Q3 – July to September

Q4 – October to December

⸻
79. REPORTING

Plekxa shall provide distribution statements within forty-five (45) days following quarter-end.

Statements may be delivered electronically.

⸻
80. PAYMENTS

Payments shall generally be issued within sixty (60) days following quarter-end.

Plekxa may establish minimum payment thresholds.

Amounts below the threshold may roll forward to future periods.

⸻
81. AUDIT RIGHTS

EOU holders owning at least five percent (5%) of an Experience may request one audit per calendar year.

Audits shall occur:

• During normal business hours;

• Upon reasonable notice;

• At the holder’s expense.

⸻
82. FRAUDULENT CONDUCT

EOUs obtained through fraud, misrepresentation or unlawful conduct may be cancelled.

Plekxa may freeze distributions pending investigation.

⸻
83. EOU PRINCIPLE

The Parties acknowledge and agree that:

EOUs are genuine ownership interests in Experiences.

EOUs are transferable assets.

EOUs are perpetual assets.

Governance remains centralized under Plekxa.

EOUs exist to align creators and contributors with the long-term success of the ecosystem while preserving operational efficiency and scalability.

END OF PART IV

PLEKXA TERMS OF USE
PART V – REVENUE, ACCOUNTING, DISTRIBUTIONS AND FINANCIAL PARTICIPATION
84. PURPOSE

This Part governs the calculation, allocation, reporting and distribution of revenues generated through Experiences within the Plekxa ecosystem.

The Parties acknowledge that transparency, consistency and scalability are fundamental objectives of the Platform.

Accordingly, all distributions shall be governed by standardized rules and procedures.

⸻
85. SOURCES OF EXPERIENCE REVENUE

Experience Revenue may be generated through any lawful monetization activity associated with an Experience.

Revenue sources may include:

• Streaming income;

• Download sales;

• Synchronization licensing;

• Sponsorships;

• Brand partnerships;

• Advertising revenue;

• White-label licensing;

• Experience licensing;

• Catalogue licensing;

• Educational licensing;

• Public performance revenue received by Plekxa;

• Merchandising directly associated with an Experience;

• Future monetization methods.

Plekxa may introduce additional revenue streams at any time.

⸻
86. EXPERIENCE REVENUE

Experience Revenue means all gross amounts actually received by Plekxa directly attributable to a specific Experience.

Revenue shall be recognized only upon actual receipt.

Projected, anticipated or accrued revenue not yet received shall not constitute Experience Revenue.

⸻
87. EXPERIENCE NET REVENUE

Experience Net Revenue means Experience Revenue less Allowable Deductions.

Only expenses expressly identified as Allowable Deductions may be deducted.

Any ambiguity shall be interpreted in favor of excluding deductions.

⸻
88. ALLOWABLE DEDUCTIONS

The following expenses may be deducted when directly attributable to a specific Experience:
Distribution Costs

Including:

• Distribution platform fees;

• Aggregator fees;

• DSP administration charges;

• Collection fees.
Payment Processing Costs

Including:

• Banking fees;

• Payment gateway fees;

• Currency conversion fees.
Experience-Specific Marketing

Including:

• Paid advertising;

• Campaign management fees;

• Promotional placements;

• Public relations costs;

• Influencer campaigns;

provided such costs directly relate to the Experience.
Licensing Costs

Including:

• Sample clearances;

• Third-party rights clearances;

• Permission fees;

• Royalty obligations owed to third parties.
Regulatory Costs

Including:

• Required taxes;

• Withholding taxes;

• Government-imposed fees.
Recovery of Approved Stipends

For Sponsored and Premium Experiences, stipends may be recouped from Experience Revenue only where expressly disclosed in the applicable Experience documentation.

⸻
89. PROHIBITED DEDUCTIONS

The following costs shall never be deducted from Experience Revenue:

• General employee salaries;

• Founder compensation;

• Office rent;

• Utilities;

• General software subscriptions;

• Platform development costs;

• General legal expenses;

• Corporate accounting costs;

• Investor relations costs;

• General operating expenses;

• Business acquisition expenses;

• Unrelated marketing expenses.

These costs are considered general business expenses of Plekxa.

⸻
90. REVENUE ALLOCATION

After deduction of Allowable Deductions, remaining Experience Net Revenue shall be allocated among EOU holders according to the official allocation schedule maintained in the EOU Registry.

No distribution shall be made contrary to Registry records.

The Registry shall be conclusive evidence of allocation percentages.

⸻
91. DISTRIBUTION PERIODS

Distributions shall be calculated quarterly.

Quarterly periods shall consist of:

Q1: January 1 – March 31

Q2: April 1 – June 30

Q3: July 1 – September 30

Q4: October 1 – December 31

Plekxa may modify reporting procedures but may not eliminate quarterly reporting obligations for issued EOUs.

⸻
92. DISTRIBUTION STATEMENTS

Plekxa shall provide distribution statements within forty-five (45) days following the end of each quarter.

Statements may include:

• Revenue sources;

• Gross Revenue;

• Allowable Deductions;

• Net Revenue;

• EOU allocations;

• Amounts payable;

• Prior balances.

Statements may be delivered electronically.

⸻
93. PAYMENT OF DISTRIBUTIONS

Plekxa shall generally issue payments within sixty (60) days following quarter-end.

Payments may be made through:

• Bank transfer;

• Digital wallet;

• Payment processor;

• Other approved methods.

Plekxa may require identity verification prior to payment.

⸻
94. MINIMUM PAYMENT THRESHOLD

Plekxa may establish a minimum payment threshold.

Amounts below the threshold shall remain credited to the holder’s account and carry forward to future periods.

No interest shall accrue on undistributed balances.

⸻
95. UNCLAIMED DISTRIBUTIONS

If distributions cannot be paid due to:

• Incorrect payment details;

• Inactive accounts;

• Verification failures;

• Regulatory restrictions;

the amounts shall remain credited to the holder for a period determined by applicable law.

Thereafter, Plekxa may handle unclaimed funds in accordance with applicable legal requirements.

⸻
96. TAX RESPONSIBILITIES

EOU holders remain solely responsible for:

• Income taxes;

• Capital gains taxes;

• Withholding obligations applicable to them;

• Tax reporting obligations.

Plekxa does not provide tax advice.

Holders should consult professional advisors.

⸻
97. WITHHOLDING

Where required by law, Plekxa may withhold taxes from distributions.

Amounts withheld shall be treated as distributed to the holder for accounting purposes.

Plekxa may require tax documentation before making payments.

⸻
98. FOREIGN EXCHANGE

Revenue may be received in multiple currencies.

Plekxa may convert currencies using commercially reasonable exchange rates.

Currency conversion fees may constitute Allowable Deductions where directly attributable to the Experience.

⸻
99. AUDIT RIGHTS

EOU holders owning at least five percent (5%) of an Experience may request an audit.

Audits may occur:

• Once per calendar year;

• During business hours;

• Upon thirty (30) days written notice.

The requesting holder shall bear audit costs unless a material underpayment exceeding ten percent (10%) is discovered.

In such event, Plekxa shall reimburse reasonable audit costs.

⸻
100. DISPUTED DISTRIBUTIONS

If a dispute arises concerning ownership, entitlement or allocation:

Plekxa may:

• Suspend payments;

• Place funds in reserve;

• Require documentation;

• Await dispute resolution.

Plekxa shall not be liable for delays resulting from ownership disputes.

⸻
101. SPONSORSHIP REVENUE

Revenue derived from sponsorships specifically linked to an Experience shall constitute Experience Revenue.

Corporate sponsorships not attributable to a specific Experience shall not automatically form part of Experience Revenue.

Plekxa retains discretion in determining attribution.

⸻
102. PLATFORM REVENUE

Not all Platform revenue constitutes Experience Revenue.

The following shall generally belong exclusively to Plekxa:

• General subscriptions;

• Platform advertising;

• Platform memberships;

• Marketplace fees;

• Technology licensing;

• Corporate partnerships unrelated to specific Experiences.

Only revenue attributable to an Experience participates in EOU distributions.

⸻
103. EXPERIENCE SALES

Where an Experience is sold, assigned or otherwise transferred for consideration:

Net proceeds shall be distributed according to EOU ownership percentages following deduction of transaction-specific expenses.

EOU holders participate automatically.

No separate approval is required.

⸻
104. FRAUD PREVENTION

Plekxa may investigate suspicious activity including:

• Artificial streaming;

• Revenue manipulation;

• Payment fraud;

• EOU market manipulation.

Plekxa may freeze funds pending investigation.

⸻
105. RESERVES

Plekxa may establish reasonable reserves for:

• Chargebacks;

• Refunds;

• Claims;

• Litigation risks;

• Regulatory obligations.

Unused reserves shall eventually be released into the applicable Experience accounting.

⸻
106. ACCOUNTING PRINCIPLE

The Parties acknowledge and agree that:

Distributions are based upon Experience Net Revenue.

Only expressly permitted deductions may be applied.

EOU holders participate proportionately in Experience success.

Plekxa remains responsible for accounting administration and financial management of the ecosystem.

END OF PART V

PLEKXA TERMS OF USE
PART VI – LEGAL PROTECTIONS, DISCLAIMERS, LIABILITY, DISPUTE RESOLUTION AND GOVERNING LAW
107. PURPOSE

This Part establishes the legal protections, risk allocations, limitations, dispute procedures and governing principles applicable to all users of the Platform.

The Parties acknowledge that Plekxa operates a large-scale ecosystem involving creative works, intellectual property, digital services, ownership interests, revenue distributions and user-generated content.

Accordingly, reasonable limitations and protections are necessary to ensure the continued operation of the Platform.

⸻
108. NO EMPLOYMENT RELATIONSHIP

Nothing contained within these Terms shall create:

• Employment;

• Partnership;

• Joint venture;

• Agency;

• Fiduciary relationship;

• Franchise relationship;

between Plekxa and any user.

Contributors participate as independent participants.

Studios operate independently unless otherwise agreed in writing.

EOU ownership does not create employment status.

⸻
109. NO INVESTMENT ADVICE

Plekxa does not provide:

• Investment advice;

• Financial advice;

• Tax advice;

• Legal advice;

• Accounting advice.

Any information provided through the Platform is for informational purposes only.

Users should seek independent professional advice before making decisions relating to EOUs or other assets.

⸻
110. NO GUARANTEE OF SUCCESS

Plekxa does not guarantee:

• Commercial success;

• Streaming performance;

• Revenue generation;

• Audience growth;

• Sponsorship opportunities;

• Creator earnings;

• Appreciation of EOU value.

Past performance does not guarantee future results.

Participation involves risk.

⸻
111. PLATFORM PROVIDED “AS IS”

The Platform is provided on an “AS IS” and “AS AVAILABLE” basis.

To the maximum extent permitted by law, Plekxa disclaims all warranties not expressly stated in these Terms.

This includes warranties relating to:

• Availability;

• Accuracy;

• Reliability;

• Merchantability;

• Fitness for a particular purpose;

• Non-infringement.

⸻
112. TECHNOLOGY RISKS

Users acknowledge that technology systems may experience:

• Downtime;

• Errors;

• Security incidents;

• Delays;

• Data corruption;

• Third-party failures.

Plekxa shall use commercially reasonable efforts to maintain the Platform but does not guarantee uninterrupted operation.

⸻
113. THIRD-PARTY SERVICES

The Platform may integrate with:

• Payment processors;

• Streaming services;

• Collection societies;

• Social platforms;

• Advertising services;

• Analytics providers.

Plekxa is not responsible for the acts or omissions of third-party service providers.

Use of third-party services may be governed by separate terms.

⸻
114. USER WARRANTIES

Users represent and warrant that:

a) they possess the authority necessary to enter into these Terms;

b) information provided is accurate;

c) content submitted does not infringe third-party rights;

d) participation complies with applicable law;

e) they possess all permissions required to contribute submitted content.

These warranties survive termination.

⸻
115. CONTRIBUTOR WARRANTIES

Contributors further warrant that:

• Submitted content is original or properly licensed;

• No conflicting agreements exist;

• Participation does not breach obligations owed to third parties;

• Rights granted under these Terms may be lawfully granted.

Contributors remain responsible for obtaining required permissions.

⸻
116. INDEMNIFICATION

Users agree to indemnify, defend and hold harmless Plekxa, its affiliates, directors, officers, employees, contractors and partners from losses arising from:

• Breach of these Terms;

• Copyright infringement;

• Trademark infringement;

• Rights violations;

• Fraudulent conduct;

• Misrepresentation;

• Unlawful activities;

• Regulatory violations.

This indemnity includes reasonable legal costs.

⸻
117. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

Plekxa shall not be liable for:

• Indirect damages;

• Incidental damages;

• Consequential damages;

• Special damages;

• Exemplary damages;

• Lost profits;

• Lost opportunities;

• Loss of goodwill;

• Loss of data.

regardless of the legal theory asserted.

⸻
118. LIABILITY CAP

Where liability cannot legally be excluded:

Plekxa’s total liability shall not exceed the greater of:

a) the amount paid by the user to Plekxa during the preceding twelve (12) months; or

b) one hundred pounds sterling (£100).

Certain jurisdictions may not permit these limitations.

Applicable laws shall prevail where required.

⸻
119. FORCE MAJEURE

Plekxa shall not be liable for delays or failures caused by circumstances beyond reasonable control.

Such events include:

• Natural disasters;

• War;

• Terrorism;

• Civil unrest;

• Internet outages;

• Cyberattacks;

• Government actions;

• Regulatory restrictions;

• Labor disputes;

• Utility failures.

Performance obligations shall be suspended during such events.

⸻
120. REGULATORY COMPLIANCE

Plekxa may take actions necessary to comply with:

• Court orders;

• Regulatory requirements;

• Government directives;

• Sanctions laws;

• Anti-money laundering laws;

• Financial crime regulations.

Such actions may include:

• Freezing accounts;

• Restricting transfers;

• Suspending distributions;

• Requesting additional documentation.

⸻
121. ANTI-FRAUD AND MARKET INTEGRITY

Plekxa may investigate conduct that threatens ecosystem integrity.

This includes:

• Artificial streaming;

• Bot activity;

• Revenue manipulation;

• Wash trading of EOUs;

• False ownership claims;

• Identity fraud.

Plekxa may suspend accounts pending investigation.

⸻
122. INFORMAL DISPUTE RESOLUTION

Before initiating formal proceedings, users agree to attempt good-faith resolution.

A written notice shall be submitted describing:

• Nature of dispute;

• Relevant facts;

• Requested resolution.

The Parties shall attempt informal resolution for thirty (30) days.

123. ARBITRATION

Except where prohibited by law, disputes arising from these Terms shall be resolved through confidential arbitration.

The arbitration shall:

• Be conducted in English;

• Be administered by an appropriate arbitration body selected by Plekxa;

• Take place in London, England unless otherwise agreed.

The arbitrator’s decision shall be final and binding.

124. CLASS ACTION WAIVER

To the extent permitted by law:

Users agree that disputes shall be resolved individually.

Users waive the right to participate in:

• Class actions;

• Representative actions;

• Collective proceedings.

This provision shall apply wherever legally enforceable.

125. EQUITABLE RELIEF

Nothing in these Terms prevents Plekxa from seeking:

• Injunctions;

• Restraining orders;

• Equitable relief;

where necessary to protect intellectual property, confidential information or ecosystem integrity.

126. CONFIDENTIALITY

Users may receive confidential information relating to:

• Platform operations;

• Revenue information;

• Business strategies;

• Creator information;

• Ownership records.

Users agree not to disclose confidential information without authorization.

Confidentiality obligations survive termination.

127. ASSIGNMENT

Plekxa may assign its rights and obligations under these Terms without restriction.

Users may not assign rights except as expressly permitted under the EOU provisions.

Unauthorized assignments shall be void.

128. SEVERABILITY

If any provision is determined invalid or unenforceable:

The remaining provisions shall continue in full force and effect.

Invalid provisions shall be modified to the minimum extent necessary to achieve lawful enforceability.

129. WAIVER

Failure to enforce any provision shall not constitute a waiver.

Any waiver must be in writing.

Single enforcement failures do not prevent future enforcement.

130. ENTIRE AGREEMENT

These Terms, together with incorporated policies, constitute the entire agreement between the Parties concerning use of the Platform.

They supersede prior discussions, understandings and agreements relating to the subject matter.

131. AMENDMENTS

Plekxa may amend these Terms from time to time.

Material amendments shall be communicated through reasonable means.

Continued use of the Platform constitutes acceptance of amended Terms.

However:

Previously issued EOUs shall continue to enjoy their Protected Core Rights, including:

• Ownership;

• Transferability;

• Distribution participation;

• Sale participation;

• Inheritance rights.

Administrative procedures may be modified without affecting these Protected Core Rights.

132. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

Nothing in these Terms shall deprive consumers of mandatory protections available under applicable law.

133. INTERPRETATION

Headings are included for convenience only.

Words importing the singular include the plural and vice versa.

References to laws include amendments and successor legislation.

The words “including” and “includes” shall be interpreted without limitation.

134. PLATFORM PRINCIPLE

The Parties acknowledge and agree that:

Plekxa exists to create, preserve, distribute and commercialize Experiences.

Studios create assets.

The Asset Database preserves assets.

The Experience Department transforms assets into Experiences.

Contributors may accumulate ownership through EOUs.

Plekxa governs and scales the ecosystem.

Ownership is shared.

Governance is centralized.

This principle forms a foundational basis of participation within the Platform.H