Partnership and Third Party Collaboration Disclaimer

Effective Date: July 29, 2025

This document explains how Fairclough Palmer AG (referred to as "the Firm") and its subsidiary network, including the capital raising platform EquityLink and every other entity forming part of the Group (together "the Group"), describes and characterises its dealings with introducers, referral sources, technology vendors, distribution allies and any other third party with whom a commercial relationship is maintained. Wherever this document refers to the Firm, that reference should be read as extending to each member of the Group unless the context requires otherwise.

Anyone who reads, relies upon or acts in connection with a reference to the Firm's collaborations is taken to have accepted the position recorded below and to have agreed to observe the laws, regulations and supervisory expectations applicable to them wherever they are located.

1. Purpose and Construction of Partnership Nomenclature

Where the Firm's marketing material, platform content or public statements use words such as "partner", "alliance", "collaboration" or similar expressions, those words are used in a commercial and descriptive sense only. They do not signify that a partnership, in the technical meaning given to that word under the Swiss Code of Obligations, has been formed, and they do not create a general partnership, a simple partnership or any comparable legal association between the Firm and the third party concerned. The use of such language does not, in itself, expose the Firm to joint or several responsibility for the conduct of the third party, nor does it confer on that third party any authority to bind the Firm. Rights and obligations between the Firm and any collaborator arise exclusively from the written agreement governing their relationship, and no informal statement, presentation or webpage description overrides the terms of that agreement.

2. Defined Categories of Collaboration

Depending on its commercial substance, a collaboration referenced by the Firm will ordinarily fall into one of the categories described below. The category applicable to a given relationship is determined by the underlying contract and not by the label attached to it in marketing material.

• • Group Entities: companies in which the Firm holds a direct or indirect ownership interest or over which it exercises control. These entities are consolidated within the Group for governance and reporting purposes and are subject to the Firm's internal oversight.
• • Strategic and Distribution Collaborators: parties with whom the Firm cooperates for mutual commercial benefit, such as technology suppliers, platform integrations or joint marketing initiatives, where no equity interest is held and each party remains a wholly separate legal and operational undertaking.
• • Introducers and Referral Sources: individuals or firms who direct prospective founders, issuers or investors to the Firm's platforms, including EquityLink, in exchange for a fee, commission or other consideration disclosed in the relevant referral agreement. The Firm holds no ownership interest in these parties, and any liability owed to them is confined to the terms of the applicable agreement.

3. No Agency or Joint Venture

No collaborator, introducer or referral source is authorised to act as agent for the Firm, to make representations on its behalf, to accept instructions for it or to commit it to any obligation, unless a written mandate expressly conferring such authority has been issued. Nothing in a collaboration arrangement establishes a joint venture, a mandate relationship, an employment relationship or a fiduciary relationship between the Firm and the collaborator concerned. A collaborator who exceeds the scope of any authority granted to it does so at its own risk and without recourse against the Firm.

4. Independent Contractor Status

Every collaborator engaged by the Firm, including introducers and technology suppliers, performs its role as an independent contractor. Personnel employed or engaged by a collaborator are not, by virtue of the collaboration, employees, workers or agents of the Firm, and the Firm accepts no responsibility for the payment of remuneration, social security contributions, taxes or benefits owed by a collaborator to its own personnel.

5. No Joint and Several Liability

The Firm and each of its collaborators are liable only for their own acts and omissions. Save where a written agreement expressly states otherwise, no collaborator may be held jointly or severally liable with the Firm for a claim arising out of the conduct of the other, and a person seeking redress in connection with the conduct of a collaborator must pursue that collaborator directly rather than the Firm.

6. No Endorsement of Third Parties

Reference to a collaborator on the Firm's website, EquityLink platform or in any promotional material does not constitute an endorsement of that collaborator's products, services, financial standing or regulatory status. Users engaging with a collaborator do so on the basis of their own enquiries and assessment, and the Firm disclaims all warranties, whether express or implied, regarding the quality, suitability or lawfulness of anything supplied by a collaborator.

7. Referral and Introducer Fee Arrangements

The Firm may pay or receive a fee, commission or other benefit in connection with the introduction of a founder, issuer or investor by or to a third party. Where required by applicable law or regulatory guidance, the existence and, where practicable, the amount of such consideration will be disclosed to the affected user. A person who is uncertain whether a fee arrangement applies to a particular introduction should raise the matter with the Firm before proceeding.

8. Subsidiary and Affiliate Relationships

Where a collaborator is a subsidiary or affiliate of the Firm, that entity remains a separate legal person responsible for its own regulatory compliance, contractual undertakings and financial obligations, notwithstanding common branding, shared premises or shared personnel that may exist between it and the Firm. The corporate separateness of each member of the Group is maintained for all legal purposes.

9. Use of Names, Logos and Trade Marks

A collaborator may reference the Firm's name or the EquityLink brand solely to the extent expressly permitted in writing, and any such use must accurately describe the nature of the relationship without implying an affiliation, endorsement or level of authority that does not exist. Unauthorised use of the Firm's names, logos or trade marks by a collaborator or any other party is a breach of the Firm's intellectual property rights and may be restrained by legal proceedings.

10. Confidentiality Between Collaborators

Information exchanged between the Firm and a collaborator in the course of their relationship, including commercial terms, user data and technical material, is treated as confidential and is not to be disclosed to any third party except as required to perform the collaboration, as required by law or with the prior written consent of the disclosing party. This obligation survives termination of the underlying collaboration agreement for the period specified in that agreement.

11. Conflicts of Interest

A collaborator may act for other clients, including competitors of the Firm or of users of EquityLink, and may receive remuneration from multiple sources in connection with the same introduction. The Firm does not undertake to manage conflicts arising between a collaborator and any third party, and users are advised to make their own enquiries as to any incentive a collaborator may have in recommending a particular course of action.

12. Regulatory Status of Counterparties

The Firm does not represent that a collaborator holds any particular licence, registration or regulatory authorisation, and it is the responsibility of each user to satisfy themselves as to the regulatory standing of any third party with whom they choose to deal following an introduction made through the Firm.

13. No Client Relationship Created by Referral

The fact that a person has been referred to the Firm by a collaborator, or referred by the Firm to a collaborator, does not of itself create a client relationship, a duty of care or a contractual relationship between that person and the Firm beyond what is expressly agreed in writing. Any services subsequently provided are governed by the separate terms applicable to those services.

14. Limitation of Liability

To the fullest extent permitted by law, the Firm excludes liability for indirect, incidental, punitive or consequential loss of any kind, including loss of profit, loss of opportunity or reputational harm, arising out of or in connection with the conduct, insolvency, misrepresentation or default of any collaborator, introducer or referral source. Where liability cannot lawfully be excluded, it is limited to the fees actually received by the Firm in connection with the specific collaboration giving rise to the claim.

15. Indemnity

A collaborator agrees to indemnify and hold harmless the Firm, together with its directors, officers and employees, against any loss, cost, claim or liability arising from the collaborator's breach of its agreement with the Firm, its negligence, its wilful misconduct or its non compliance with applicable law, including anti bribery, sanctions and data protection legislation.

16. Anti Bribery and Sanctions Expectations

Every collaborator is expected to conduct itself in a manner consistent with applicable anti bribery and corruption laws and with the sanctions regimes administered by Switzerland, the United Nations, the European Union and any other jurisdiction relevant to the collaboration. A collaborator must not offer, solicit or accept any improper advantage in connection with its dealings with the Firm, and must not engage, directly or indirectly, with any person or entity subject to applicable sanctions.

17. Data Protection Responsibilities Between Parties

Where a collaborator processes personal data on behalf of, or in connection with, the Firm, it must do so in accordance with the Swiss Federal Act on Data Protection and, where applicable, the EU General Data Protection Regulation, and must maintain technical and organisational measures adequate to protect that data. Any transfer of personal data between the Firm and a collaborator occurs only within the parameters permitted by the Firm's Privacy Policy and the applicable legal basis for that transfer.

18. Term, Termination and Survival

A collaboration arrangement continues for the period agreed between the parties and may be terminated in accordance with its terms, including for material breach, insolvency of either party or reputational concern arising from the conduct of the collaborator. Provisions of this Disclaimer relating to confidentiality, limitation of liability, indemnity and governing law survive the termination or expiry of any individual collaboration.

19. Amendments

The Firm may update this Disclaimer from time to time to reflect changes in its collaboration practices or applicable law. The version published on the Firm's website at the relevant time governs the characterisation of collaborations referenced from that date forward.

20. Severability

If any provision of this Disclaimer is found by a competent authority to be invalid or unenforceable, that finding does not affect the validity of the remaining provisions, which continue in full force, and the invalid provision is to be replaced with one that most closely reflects the original commercial intention of the parties.

21. Governing Law and Jurisdiction

This Disclaimer and any dispute or claim arising out of or in connection with it, including its formation, are governed by the substantive laws of Switzerland, excluding conflict of laws rules and any international convention that would otherwise apply. The courts of Zürich, Switzerland have exclusive jurisdiction to settle any such dispute or claim, subject to the Swiss Private International Law Act.

Contact Information

Queries concerning the Firm's collaboration practices or this Disclaimer may be directed to:

Fairclough Palmer AG

Schifflände 26

8001 Zürich, Switzerland

Email: Info@FaircloughPalmer.com

Contact Number: +41 (0) 44 505 33 47

Policy Compliance

This Disclaimer binds every director, officer and employee of Fairclough Palmer AG and each member of the Group, and every collaboration described in it must be conducted consistently with the provisions above and with the wider body of Swiss law applicable to the Firm.

The Firm reviews this Disclaimer periodically to keep it aligned with regulatory developments and with the evolving structure of its commercial relationships.