General Terms of Service

1. Acceptance of Terms

These General Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Phil Advisors LLC ("Phil Advisors") and Phil Administration Inc. ("Phil Administration") (collectively, "we," "us," or "our") governing your access to and use of the Phil DAF Investment Platform, including the website at www.withphil.com and any related portals, applications, tools, data feeds, APIs, or digital services (collectively, the "Platform").

By (i) clicking "I Agree" or a similar acceptance button, (ii) completing an account registration, (iii) executing an Investment Advisory Agreement or DAF Account Agreement with Phil Advisors LLC, or (iv) otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated by reference herein, including our Privacy Policy.

If you are using the Platform on behalf of a corporation, trust, foundation, or other legal entity, you represent and warrant that you have authority to bind such entity to these Terms, and references to "you" shall include that entity.

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

2. Description of the Parties

The Platform involves two distinct entities with separate roles:

Phil Advisors LLC is a registered investment advisor ("RIA"). Phil Advisors LLC provides investment advisory services to donor advised fund ("DAF") accounts, including discretionary and non-discretionary investment management, investment recommendations, and related advisory services. Phil Advisors LLC is subject to fiduciary obligations under applicable investment advisor law.

Phil Administration Inc. is a technology and software company that designs, operates, and maintains the Platform, including account onboarding infrastructure, the donor portal, reporting tools, grant recommendation workflows, and data integrations. Phil Administration Inc. is not a registered investment advisor and does not provide investment advice.

Each entity is responsible for the services and obligations attributed to it in these Terms, in the applicable Investment Advisory Agreement, and in any DAF Account Agreement. You may have separate contractual agreements with each entity.

3. Description of Services

3.1 Investment Advisory Services

Phil Advisors LLC provides investment advisory services to DAF and client accounts pursuant to a separate Investment Advisory Agreement ("IAA"). Advisory services may include, without limitation:

• Discretionary or non-discretionary portfolio management of DAF account assets
• Selection of investment strategies, asset classes, and model portfolios
• Ongoing monitoring and rebalancing of DAF investments
• Preparation of performance reports and account statements
• Investment-related communications and recommendations

The terms, scope, compensation, and other conditions specific to advisory services are governed by the IAA, which is incorporated by reference into these Terms. In the event of a conflict between these Terms and the IAA with respect to advisory services, the IAA shall control.

3.2 Platform and Technology Services

Phil Administration Inc. provides the following technology services through the Platform:

• Web-based account access, dashboard, and reporting interface
• DAF account onboarding, identity verification workflow, and document management
• Grant recommendation submission, tracking, and approval workflow
• Contribution processing interface and integration with custodians
• Document storage and retrieval for account records
• Notifications, alerts, and communications infrastructure

3.3 No Banking or Brokerage Services

Neither Phil Advisors LLC nor Phil Administration Inc. is a bank, trust company, broker-dealer, or insurance company. The Platform is not a banking platform. DAF account assets are held by a qualified custodian, not by Phil Advisors LLC or Phil Administration Inc. Contributions to a DAF account are irrevocable charitable donations and are not FDIC-insured, SIPC-covered, or guaranteed by any government agency.

3.4 Service Availability

We will use commercially reasonable efforts to maintain Platform availability. However, we do not guarantee uninterrupted or error-free access. The Platform may be unavailable from time to time due to scheduled maintenance, technical failures, third-party service disruptions, cybersecurity incidents, or circumstances beyond our control. We are not liable for losses resulting from Platform unavailability except to the extent caused by our gross negligence or willful misconduct.

4. Eligibility and Account Requirements

To register for and use the Platform, you must:

• Be at least 18 years of age;
• Be a United States citizen or lawful permanent resident, or a legal entity duly organized under the laws of a U.S. state or jurisdiction, unless otherwise agreed in writing;
• Have the legal capacity to enter into a binding contract;
• Not be subject to sanctions administered by OFAC, FinCEN, or any applicable governmental authority;
• Satisfy any additional eligibility requirements set forth in the IAA or DAF Account Agreement;
• Provide true, accurate, complete, and current information during registration and throughout the duration of your account.

We reserve the right to decline, suspend, or terminate any application or account that does not meet eligibility requirements or that we determine, in our reasonable discretion, poses a compliance, legal, or reputational risk.

5. Account Registration and Security

5.1 Registration

To access certain Platform features, you must complete the account registration process, which includes providing personal information, completing identity verification (KYC), and agreeing to applicable account agreements. You represent that all information you provide is accurate, complete, and not misleading.

5.2 Account Credentials

You are responsible for maintaining the confidentiality of your login credentials, including your username and password. You agree to:

• Use a strong, unique password and not share it with any other person;
• Enable multi-factor authentication ("MFA") where offered and strongly encouraged;
• Log out of the Platform after each session on shared or public devices;
• Notify us immediately at security@withphil.com if you believe your account has been compromised or if you suspect unauthorized use.

We are not liable for losses arising from your failure to maintain the confidentiality of your credentials. You are responsible for all activity that occurs under your account, including activity by authorized representatives you have designated.

5.3 Authorized Representatives

You may designate authorized representatives to act on your behalf in connection with the Platform (e.g., a financial advisor, estate representative, or co-account holder). You accept full responsibility for all actions taken by designated representatives and must promptly notify us of any changes to authorization.

6. Donor Advised Fund Accounts

6.1 Nature of a DAF Account

A donor advised fund is a charitable account established at a sponsoring organization. When you make a contribution to a DAF account facilitated through the Platform, you irrevocably transfer those assets to the sponsoring organization and receive an immediate charitable deduction (subject to applicable IRS rules). The sponsoring organization assumes legal control over contributed assets; you retain advisory privileges, including the ability to recommend grants and investment strategies, subject to the sponsoring organization's policies and applicable law.

6.2 Contributions

You may contribute to your DAF account in the forms permitted by the sponsoring organization and applicable law, which may include cash, publicly traded securities, restricted stock, real estate, private company interests, cryptocurrency, and other assets (subject to acceptance policies). All contributions are subject to:

• Applicable minimum contribution amounts as communicated on the Platform;
• The sponsoring organization's asset acceptance and valuation policies;
• IRS rules governing charitable contributions, including substantiation requirements;
• Our KYC/AML review process for certain contribution types or amounts.

6.3 Grant Recommendations

You may submit grant recommendations to qualified charities through the Platform. All grant recommendations are subject to:

• Review and approval by the sponsoring organization in its sole discretion;
• Verification that the recommended recipient is a qualifying organization under Section 501(c)(3) of the Internal Revenue Code or a foreign equivalent;
• Applicable minimum grant amounts and processing timelines communicated on the Platform;
• Prohibition on grants that confer impermissible personal benefits to the donor or related parties.

Submitted grant recommendations do not constitute a legally binding obligation on the sponsoring organization. We reserve the right to decline any grant recommendation that violates applicable law, our policies, or the policies of the sponsoring organization.

6.4 Investment of DAF Assets

DAF account assets are invested pursuant to your Investment Advisory Agreement with Phil Advisors LLC. You acknowledge that:

• All investments are subject to market risk and may lose value;
• Past performance is not indicative of future results;
• Phil Advisors LLC does not guarantee any investment return or protection of principal;
• The investment options available through the Platform are subject to change;
• Certain investment strategies may have liquidity restrictions that could affect grant processing timelines.

7. Fees and Compensation

7.1 Advisory Fees

Phil Advisors LLC charges investment advisory fees as set forth in the Investment Advisory Agreement and applicable fee schedule(s). Fees are typically calculated as a percentage of DAF account assets under management (AUM) and are deducted directly from the account on the schedule described in the IAA.

7.2 Platform and Administration Fees

Phil Administration Inc. may charge platform fees, administrative fees, or transaction fees for use of the Platform. Current applicable fees are disclosed in the fee schedule available on the Platform and in your account agreement. We reserve the right to modify fees upon thirty (30) days prior written notice to you.

7.3 Third-Party Fees

You may incur fees from third parties in connection with your use of the Platform, including custodian fees, fund expense ratios, transfer fees, and similar charges. These fees are separate from fees charged by Phil Advisors LLC and Phil Administration Inc. and are disclosed in the applicable third-party agreements.

7.4 No Compensation for Grant Recommendations

Neither Phil Advisors LLC nor Phil Administration Inc. accepts compensation from charitable organizations in connection with grant recommendations or grant processing. Grant recommendations are processed solely based on your instructions and applicable eligibility criteria.

8. User Conduct and Prohibited Activities

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Provide false, misleading, or fraudulent information to us or to the Platform at any time;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Attempt to gain unauthorized access to any account, system, or network connected to the Platform;
• Use the Platform in any manner that could disable, overburden, damage, or impair its functionality;
• Introduce viruses, malware, ransomware, or other harmful code to the Platform;
• Use automated tools, bots, scrapers, or scripts to access the Platform without our express written consent;
• Use the Platform to engage in money laundering, tax evasion, structuring, or any other illegal financial activity;
• Contribute assets to a DAF account with the intent to defraud creditors or violate any court order;
• Submit grant recommendations to organizations controlled by or for the personal benefit of the donor or related parties in violation of IRS private benefit and self-dealing rules;
• Circumvent, disable, or interfere with any security, authentication, or access-control mechanism of the Platform;
• Attempt to reverse-engineer, decompile, or disassemble any part of the Platform;
• Use the Platform in any way that violates applicable laws, regulations, or these Terms.

Violation of this Section may result in immediate account suspension or termination, reporting to regulatory or law enforcement authorities, and pursuit of all available legal remedies.

9. Intellectual Property

9.1 Our Intellectual Property

All content, features, and functionality of the Platform, including but not limited to software, code, text, graphics, logos, user interface designs, data structures, algorithms, and trademarks, are owned by or licensed to Phil Administration Inc. or Phil Advisors LLC and are protected by U.S. and international intellectual property laws. Nothing in these Terms grants you any right, title, or interest in our intellectual property.

9.2 Limited License to Use the Platform

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your own personal or organizational DAF account management purposes. This license does not permit you to: (a) sell, resell, or sublicense access to the Platform; (b) create derivative works based on Platform content; or (c) use the Platform in connection with any commercial product or service without our written consent.

9.3 Your Content

You retain ownership of any data, documents, and information you submit to the Platform ("User Content"). By submitting User Content, you grant us a non-exclusive, royalty-free license to use, store, process, and display such content solely as necessary to provide the Platform services and comply with our legal obligations. We do not claim ownership of your User Content.

10. Privacy

Your privacy is important to us. Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You acknowledge that in connection with the Platform, we may collect and process sensitive personal and financial information, including identity verification data (KYC), financial account data, and investment information. Our use of such information is subject to the Privacy Policy and applicable law, including the Gramm-Leach-Bliley Act and SEC Regulation S-P.

You consent to the collection, processing, and sharing of your information as described in the Privacy Policy, including sharing with custodians, regulatory bodies, and service providers as necessary to deliver the Platform services.

11. Third-Party Services and Links

The Platform may integrate with or link to third-party services, websites, and providers (e.g., custodians, data aggregators, charitable databases, identity verification providers). These third parties operate independently and are governed by their own terms and privacy policies. We do not endorse, control, or assume responsibility for any third-party products, services, content, or practices.

You acknowledge that certain Platform functionality depends on third-party services and that interruptions to those services may affect Platform availability. We are not liable for third-party service failures except where they result from our own negligence in selecting or managing the third party.

12. Disclaimers

In addition, we specifically disclaim:

• Any warranty that the Platform will be uninterrupted, error-free, or secure at all times;
• Any warranty regarding the accuracy, completeness, or timeliness of any information provided through the Platform, including account data, market data, or charitable organization information;
• Any warranty that the Platform will meet your specific requirements or expectations;
• Any guarantee of investment returns or protection against investment losses;
• Any warranty that contributions to a DAF account will qualify for a charitable deduction under applicable tax law. You should consult a qualified tax advisor.

Nothing in these Terms limits or excludes any warranty that cannot be disclaimed under applicable law.

13. Limitation of Liability

Our total cumulative liability to you for all claims arising out of or relating to these Terms or the Platform, whether in contract, tort, strict liability, or otherwise, shall not exceed the greater of: (a) the total fees you paid to us in the twelve (12) months preceding the claim, or (b) one thousand dollars ($1,000).

These limitations apply regardless of the legal theory asserted and survive any termination of these Terms. Certain jurisdictions do not allow exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the maximum extent permitted by law.

Nothing in this Section limits liability for: (i) gross negligence or willful misconduct; (ii) fraud or fraudulent misrepresentation; (iii) death or personal injury caused by negligence; (iv) violation of fiduciary duties under investment advisor law; or (v) any liability that cannot be limited under applicable law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Phil Advisors LLC, Phil Administration Inc., and their respective affiliates, officers, directors, employees, and agents (collectively, "Indemnified Parties") from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your breach of these Terms or any representation or warranty made herein;
• Your violation of any applicable law, regulation, or governmental order;
• Your misuse of the Platform or any services provided through it;
• Any third-party claims arising from User Content you submit to the Platform;
• Your violation of any third party's rights, including intellectual property or privacy rights;
• Any fraudulent, illegal, or unauthorized activity associated with your account.

We reserve the right to assume exclusive control of any matter subject to indemnification at your expense. You agree not to settle any such matter without our prior written consent.

15. Regulatory Disclosures

15.1 Investment Advisor Registration

Phil Advisors LLC is a registered investment advisor. Registration with a securities regulatory authority does not imply a certain level of skill or training. Phil Advisors LLC is required to act in your best interest as a fiduciary when providing investment advisory services.

15.2 Form ADV and Brochure

Phil Advisors LLC's Form ADV, including its brochure (Part 2A) and brochure supplement (Part 2B), is publicly available on the SEC's Investment Adviser Public Disclosure (IAPD) database at www.adviserinfo.sec.gov and will be delivered to you as required under applicable law. The Form ADV contains important information about Phil Advisors LLC's business practices, fees, conflicts of interest, and disciplinary history.

15.3 Not a Bank or Broker-Dealer

Neither Phil Advisors LLC nor Phil Administration Inc. is a bank, savings institution, trust company, or broker-dealer. DAF account assets are not deposits, are not insured by the FDIC or NCUA, are not guaranteed by any bank or governmental agency, and may lose value.

15.4 Tax Considerations

Phil Advisors LLC and Phil Administration Inc. do not provide tax or legal advice. The tax treatment of contributions to and grants from a DAF account depends on individual circumstances and applicable law. You are responsible for consulting your own tax advisor, attorney, and accountant regarding the tax implications of any DAF account activity.

16. Confidentiality

Certain information we provide to you through the Platform, including account statements, investment reports, fee schedules, and proprietary analytical materials, may be designated as or reasonably understood to be confidential ("Confidential Information"). You agree to:

• Use Confidential Information solely in connection with your use of the Platform and your DAF account;
• Not disclose Confidential Information to any third party without our prior written consent, except to your authorized advisors (attorney, tax advisor, financial planner) who are bound by equivalent confidentiality obligations;
• Promptly notify us if you become aware of any unauthorized disclosure of Confidential Information.

This Section does not apply to information that: (a) is or becomes publicly available through no fault of yours; (b) was known to you prior to disclosure by us; (c) is independently developed by you without reference to Confidential Information; or (d) is required to be disclosed by law or regulation, provided you give us prompt written notice and cooperate with any efforts to seek a protective order.

17. Term and Termination

17.1 Term

These Terms commence on the date you first access the Platform or agree to these Terms and continue until terminated as described herein.

17.2 Termination by You

You may terminate these Terms by closing your account and ceasing use of the Platform. Account closure requests must be submitted in accordance with the procedures described in your account agreement. Account closure does not release you from obligations incurred prior to termination, including outstanding fees or unresolved transactions.

17.3 Termination by Us

We may suspend or terminate your access to the Platform and/or these Terms, with or without notice, for any reason, including:

• Your breach of any provision of these Terms or any associated agreement;
• Legal or regulatory requirements mandating account closure or suspension;
• Suspected fraudulent, illegal, or abusive activity associated with your account;
• Our decision to discontinue or modify the Platform or any services offered through it;
• Failure to satisfy ongoing eligibility requirements, including KYC/AML obligations.

17.4 Effect of Termination

Upon termination: (a) all licenses granted to you under these Terms will immediately cease; (b) you must cease all use of the Platform; (c) we will process any pending transactions and transfer or liquidate DAF account assets in accordance with applicable agreements and law; (d) Sections 8, 9, 12, 13, 14, 16, 19, 20, and 21 shall survive termination and continue in full force.

18. Modifications to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting a revised version of these Terms on the Platform with an updated "Last Updated" date;
• Sending an email notification to your registered email address for material changes; and/or
• Displaying a prominent notice on the Platform.

Your continued use of the Platform after the effective date of any modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of the Platform and close your account. Non-material changes (such as typographical corrections or reorganization that does not affect your rights) are effective upon posting.

19. Dispute Resolution and Binding Arbitration

19.1 Informal Resolution

Before initiating formal dispute proceedings, you agree to contact us at legal@withphil.com and attempt to resolve the dispute informally for a period of at least thirty (30) days. Many concerns can be resolved quickly through this process.

19.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any services provided hereunder, including questions of arbitrability, shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (available at www.jamsadr.com), except as set forth in Section 19.4 below. The arbitration shall be conducted by a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

19.3 Class Action Waiver

YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding.

19.4 Exceptions to Arbitration

The following claims are not subject to mandatory arbitration and may be brought in any court of competent jurisdiction:

• Claims for injunctive or other equitable relief to prevent unauthorized use of intellectual property or to preserve the status quo pending arbitration;
• Small claims court actions within the applicable jurisdictional limits;
• Any claim that cannot be subject to mandatory arbitration under applicable law (including claims under applicable investment advisor regulations where arbitration is otherwise prohibited).

Nothing in this Section limits the right of either party to seek emergency relief in aid of arbitration from a court of competent jurisdiction.

20. Governing Law and Jurisdiction

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, except to the extent that federal law applies (including securities laws and the Investment Advisers Act of 1940).

For any claims not subject to the arbitration agreement in Section 19, you consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. You waive any objection to the personal jurisdiction or venue of such courts.

21. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy, Investment Advisory Agreement, DAF Account Agreement, and any other agreements incorporated by reference, constitute the entire agreement between you and us with respect to the Platform and supersede all prior agreements, representations, and understandings.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by us in exercising any right or remedy under these Terms constitutes a waiver of that right or remedy. Any waiver must be in writing and signed by an authorized representative.

Assignment: You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets without your consent, provided the successor entity assumes all obligations hereunder.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, cyberattacks by third parties, governmental actions, or telecommunications failures, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

Notices: Notices to you will be sent to the email address associated with your account or posted on the Platform. Notices to us must be sent to legal@withphil.com or to our mailing address. Notices are effective upon delivery or, for email, upon transmission to a confirmed email address.

Electronic Agreements: You consent to enter into agreements and receive communications electronically. Electronic agreements and signatures have the same legal effect and validity as paper agreements and handwritten signatures to the maximum extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN).

Relationship of the Parties:Nothing in these Terms creates a partnership, joint venture, agency, fiduciary (other than as established under the IAA), or employment relationship between you and us. Phil Advisors LLC's fiduciary duties to you are defined in and limited by the Investment Advisory Agreement and applicable law.

22. Contact Information

For questions about these Terms or the Platform, please contact us: