Terms and Conditions

1.1 "Platform" means the online platform operated by cafeglobe s.r.o., accessible at www.camarup.com, which enables Users seeking capital ("Companies") and Users providing or arranging capital ("Investors") to discover each other, communicate and potentially negotiate and complete transactions outside the Platform.

1.2 "Services" means:

• (a) the matchmaking service, consisting of listing and discovery functionalities, search and communication tools between Users, and related informational content ("Matchmaking Service");
• (b) optional advisory, valuation, pitchdeck preparation or similar consulting services provided by the Operator itself or by its affiliates under a separate agreement ("Advisory Services");
• (c) optional ancillary tools and features, including AI-supported tools such as company valuation estimates, pitchdeck builders and profile optimisation or promotion features ("Ancillary Services").

1.3 "User" or "you" means any natural or legal person that creates an account on the Platform, including both Companies and Investors.

1.4 "Company" or "Seller" means any User that uses the Platform to present itself or its business, project, or assets in order to seek capital, investment, acquisition, partnership or other strategic transaction.

1.5 "Buyer" means any User that uses the Platform to identify, review or consider Companies or opportunities in view of providing capital, entering into M&A, joint ventures or other transactions.

1.6 "Profile" means the User account and related information created on the Platform, including any generic and detailed profile information.

1.7 "Content" means any information, data, text, images, video, documentation or other material uploaded, posted or otherwise provided by any User or by the Operator on or through the Platform.

1.8 "Confidential Information" means any non-public information relating to a Company, Investor or any transaction, provided through or in connection with the Platform, which a reasonable person would consider confidential, including financial, technical, commercial, operational and legal information, and any documents, data rooms, pitchdecks, valuations or transaction documentation made available in that context.

1.9 "Terms" means these Terms and Conditions of Use, as amended from time to time.

1.10 "Operator", "we" or "us" means cafeglobe s.r.o., a company incorporated under the laws of the Slovak Republic, with its registered seat at Ferienčíkova 2437/16, 811 08 Bratislava, Slovak Republic, company ID 52963683, and any legal successors or assignees.

2.1 These Terms govern the rights and obligations of Users and the Operator in connection with access to and use of the Platform and the Services.

2.2 By accessing or using the Platform, creating an account, or using any Services, you confirm that you have read, understood, and agreed to be bound by these Terms on your own behalf and, where applicable, on behalf of the legal entity you represent.

2.3 These Terms form an integral part of any separate agreement concluded between you and the Operator or, where applicable, another advisory entity in relation to Advisory Services or specific fee-based features.

2.4 The Platform is a communication and matchmaking tool only. It does not automatically match or connect Users, and it does not effect, execute, clear or settle any transaction, nor does it operate any payment or trading system.

3.1 The Platform enables Companies and Investors to find each other and to communicate, but the Operator's role is strictly limited to providing technical infrastructure and certain informational and support tools.

3.2 The Platform and any Content, including AI-generated outputs, indicative valuations and pitchdeck drafts, are provided for general information purposes only and are not tailored to your specific situation, corporate profile, financial position, risk tolerance or objectives.

3.3 Nothing on the Platform or in any communication from the Operator shall be construed as:

• (a) investment, financial, legal, tax or other professional advice;
• (b) a recommendation or solicitation to buy, sell or hold any security, asset or business;
• (c) a recommendation to enter into any transaction or to follow any strategy.

3.4 The Operator does not:

• accept, hold or handle client funds or securities;
• execute, clear or settle transactions;
• provide investment advice or portfolio management;
• receive or transmit orders in financial instruments;
• conduct due diligence on Users, Companies or opportunities;
• verify ownership, rights or legal status of any securities, assets or businesses described on the Platform.

3.5 All negotiations, decisions and transactions between Users take place outside the Platform and entirely at the discretion and risk of the relevant Users.

3.6 You remain solely responsible for obtaining independent professional advice (investment, legal, tax, accounting and other) before making any decision or entering into any transaction.

4.1 To be eligible to use the Platform you must:

• (a) be at least 18 years old;
• (b) have full legal capacity and authority to enter into these Terms;
• (c) in case of a legal entity, ensure that the person accepting these Terms is duly authorised to bind the entity;
• (d) comply with all laws and regulations applicable to you in your jurisdiction.

4.2 The Platform is intended primarily for Users having their registered office or permanent residence in the European Union; you are responsible for verifying whether use of the Platform is lawful in your jurisdiction.

4.3 You agree to:

• provide true, accurate, current and complete registration and profile information;
• keep such information up-to-date;
• maintain the confidentiality and security of your login credentials; and
• be fully responsible for all activities occurring under your account until you can demonstrate that the security of your account was compromised without your fault.

4.4 You may not create an account for another person or entity without authorisation, create multiple accounts without our consent, or transfer or assign your account to any third party.

4.5 We reserve the right, at our sole discretion, to refuse, suspend or terminate any account or access to the Platform at any time, particularly in case of breach of these Terms, suspected unlawful use, or risk to the security or integrity of the Platform.

5.1 The Operator may be required to identify and verify Users in accordance with applicable anti-money laundering, sanctions and other regulatory obligations.

5.2 You agree to provide all information and documents reasonably requested by us for the purposes of identification, verification, sanctions and AML checks, beneficial owner verification and similar obligations, and to ensure that such information is true, accurate and complete.

5.3 You acknowledge that we may, at any time, request additional information and supporting documentation from you, and that failure to provide such information may result in suspension or termination of your account.

5.4 You represent and warrant that:

• (a) neither you nor, where applicable, your owners, directors or authorised representatives are listed on any applicable sanctions list or otherwise subject to sanctions;
• (b) you will not use the Platform in violation of any sanctions or to facilitate any transaction involving sanctioned persons or prohibited activities.

6.1 You must use the Platform with professional care and prudence, and in compliance with all applicable laws and these Terms.

6.2 You shall not:

• use the Platform to offer, promote or execute transactions or services in violation of financial, securities, banking, investment or crowdfunding regulations;
• rely on the Platform or its Content to provide regulated investment services to third parties; and/or
• use the Platform or any Content for the purpose of giving investment recommendations or advice to clients.

6.3 You shall not:

• interfere with or disrupt the operation of the Platform or its technical infrastructure;
• attempt to gain unauthorised access to any part of the Platform or related systems;
• upload or transmit viruses, trojan horses, worms or other malicious code; and/or
• bypass or attempt to bypass any security or access control measures.

6.4 Automated scraping, data mining, or systematic retrieval of data from the Platform, including through bots, crawlers or similar tools, is strictly prohibited without our prior written consent.

6.5 You shall not use the Platform, any valuations, AI outputs or other data to create or offer financial products, investment services or investment advice to third parties, or to manipulate or undermine the integrity of capital or securities markets.

6.6 You remain solely responsible for all Content you submit to the Platform and for ensuring that such Content:

• is truthful, accurate, not misleading and kept up-to-date;
• does not violate any laws or rights of third parties (including intellectual property, confidentiality and privacy rights);
• does not contain illegal, defamatory, discriminatory, offensive or otherwise inappropriate material.

7.1 As part of using the Platform you may obtain Confidential Information about other Users or about Companies and their transactions.

7.2 You agree:

• (a) to keep all Confidential Information strictly confidential and use it solely for the purpose of evaluating or negotiating a potential transaction with the relevant User;
• (b) not to disclose Confidential Information to any third party, except to your professional advisers who are bound by confidentiality and only on a need-to-know basis, or where disclosure is required by law or competent authority;
• (c) to protect Confidential Information with at least the same degree of care as you use to protect your own confidential information, but not less than reasonable care.

7.3 The above obligations do not apply to information which:

• is or becomes public other than through your breach;
• was lawfully known to you before disclosure;
• is lawfully obtained from a third party not bound by a duty of confidentiality; and
• is independently developed by you without reference to the Confidential Information.

7.4 Where we provide or facilitate a separate non-disclosure agreement template between Company and Investor, such agreement will govern their mutual confidentiality obligations; however, these Terms continue to apply to your use of the Platform.

8.1 The Platform and all software, design, databases, text, graphics, logos, trademarks, know-how and other materials provided by the Operator are and remain the exclusive property of the Operator or its licensors and are protected by copyright, trademark, trade secret and other intellectual property laws.

8.2 Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and the Services for your own internal business purposes.

8.3 You may not:

• copy, reproduce, modify, adapt, translate, decompile, reverse engineer, disassemble or otherwise derive source code from the Platform;
• reproduce, aggregate, republish, upload, publicly display, distribute, sell, license or exploit any part of the Platform or its Content for commercial purposes, except as expressly permitted in writing;
• use any part of the Platform or its Content for the purpose of building a competing service or product.

8.4 By submitting Content to the Platform, you grant the Operator a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, host, store and display such Content for the purpose of operating, improving and promoting the Platform and the Services.

8.5 You represent and warrant that you have all necessary rights to the Content you submit, and that such Content does not infringe any intellectual property rights of third parties.

9.1 The Platform may provide AI-supported tools, including indicative valuations, scoring, automated summaries and draft pitchdecks based on the data you input or publicly available information.

9.2 Such tools and outputs:

• are purely informational and indicative;
• are generated using automated models that may rely on assumptions, incomplete data and probabilistic methods;
• may contain errors, omissions or outdated information;
• are not validated, audited or guaranteed by the Operator.

9.3 You agree not to rely solely on any AI-generated outputs or valuations for any investment, financing or transactional decisions and to obtain independent professional validation as appropriate.

9.4 The Operator shall have no liability for any decisions made or actions taken or not taken based on AI-generated outputs, indicative valuations, pitchdecks or other tools.

10.1 Basic registration and creation of a standard User account may be free of charge, unless otherwise specified on the Platform or in a separate agreement.

10.2 The Operator may charge fees for certain Services, such as:

• premium or promoted listings or visibility features;
• access to certain tools or data sets;
• Advisory Services, if provided;
• success-based or transaction-related fees if agreed in writing.

10.3 All applicable fees, pricing models and payment terms will be specified in the Platform fee schedule or in separate agreements concluded with you. By ordering or using any fee-based Service, you agree to pay the applicable fees.

10.4 Unless stated otherwise, invoices are payable within business days from the date of invoice to the bank account specified by the Operator. A payment is considered made only when credited to the Operator's account in full.

10.5 You are responsible for all costs associated with accessing the Platform (hardware, internet connection, communication costs).

11.1 We aim to keep the Platform available, but we do not guarantee uninterrupted or error-free operation. Access may be suspended or limited due to maintenance, updates, failures or reasons beyond our control.

11.2 We may, at any time and without prior notice, modify, update, suspend or discontinue any part of the Platform or the Services, including free or trial features.

11.3 We may modify these Terms, the fee schedule and other policies from time to time. Changes will be effective upon publication on the Platform or on the date indicated. If you do not agree with the changes, you must stop using the Platform and may request deletion of your account; continued use after the effective date constitutes acceptance of the updated Terms.

12.1 You use the Platform, the Services and any Content entirely at your own risk.

12.2 The Platform, Services, Content and AI-generated outputs are provided "as is" and "as available" without any warranties, representations or guarantees of any kind, whether express or implied, including without limitation as to accuracy, completeness, timeliness, merchantability, fitness for a particular purpose, non-infringement, or that the Platform will operate without interruption or errors.

12.3 We do not verify or endorse any Content provided by Users and we make no representation as to the credibility, financial strength, regulatory status or suitability of any User or opportunity.

12.4 Any data, statistics, ratings, rankings or performance indicators displayed on the Platform are for informational purposes only, may be incomplete or outdated, and are not indicative of future results.

13.1 To the maximum extent permitted by applicable law, the Operator and its affiliates, officers, directors, employees and agents shall not be liable for:

• indirect, incidental, special, consequential, punitive or exemplary damages;
• loss of profits, revenue, business, contracts, data or goodwill;
• any damages resulting from interactions between Users, including any transaction, negotiation, due diligence, or failure to complete a transaction.

13.2 In any event, the aggregate liability of the Operator arising out of or in connection with the Platform, the Services or these Terms, whether in contract, tort (including negligence) or otherwise, shall be limited to the total amount of fees actually paid by you to the Operator in the twelve (12) months preceding the event giving rise to the claim, or [EUR 500], whichever is lower.

13.3 Nothing in these Terms excludes or limits liability which cannot be excluded or limited under mandatory applicable law.

13.4 You agree to indemnify, defend and hold harmless the Operator and its affiliates from and against any claims, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms;
• your use of the Platform or Services;
• your Content;
• any transaction or dispute between you and another User.

14.1 These Terms become effective upon your first access to or use of the Platform or Services and remain in force as long as you maintain an account or use the Platform.

14.2 You may terminate your account at any time by using the relevant functionality on the Platform or by sending us a written request. Termination will not affect any rights or obligations accrued prior to termination, including payment obligations.

14.3 We may suspend or terminate your account or access to the Platform with immediate effect if:

• you breach these Terms;
• we are required to do so by law, regulatory authority or court order;
• we reasonably suspect misuse, fraud, money laundering, sanctions violation or other unlawful conduct;
• you provide false or misleading information or fail to cooperate with identification or verification procedures.

14.4 Certain provisions which by their nature are intended to survive termination (including, without limitation, confidentiality, intellectual property, disclaimers, limitation of liability and governing law) shall continue to apply after termination.

15.1 Personal data of Users are processed by the Operator as data controller in accordance with applicable data protection laws and our Privacy Notice available on the Platform.

15.2 We may retain User personal data for as long as necessary for the purposes described in the Privacy Notice and as required by law.

16.1 The Platform may contain links to third-party websites or services. We do not control and are not responsible for such websites or services, their content, security or availability, and the inclusion of any link does not imply our endorsement.

16.2 Your use of third-party websites or services is subject to their own terms and policies, and you are solely responsible for reviewing and complying with them.

17.1 You shall not offer, give, solicit or accept any bribe or other improper advantage in connection with your use of the Platform or any transaction with another User.

17.2 You acknowledge that the Operator is subject to anti-money laundering and counter-terrorist financing obligations and may take any actions it deems necessary to comply with such obligations, including requesting additional information, delaying or refusing certain activities, or reporting to competent authorities.

18.1 Entire Agreement. These Terms constitute the entire agreement between you and the Operator with respect to the use of the Platform and supersede all prior understandings and agreements relating to the same subject matter, without prejudice to any separate written agreements on Advisory Services or specific fee-based features.

18.2 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights or obligations to any affiliate or successor without your consent, provided your rights are not unreasonably prejudiced.

18.3 Severability. If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

18.4 No Waiver. Failure or delay by the Operator in exercising any right or remedy under these Terms shall not constitute a waiver of such right or remedy.

18.5 Governing Law and Jurisdiction. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of the Slovak Republic, excluding its conflict-of-laws rules. Any disputes arising out of or in connection with these Terms or the use of the Platform shall be submitted to the exclusive jurisdiction of the competent courts of the Slovak Republic, without prejudice to any mandatory consumer-protection rules, if applicable.

18.6 Electronic Communication. You agree that communication from us may be sent electronically (including via the Platform interface, email or other electronic means), and that such communications satisfy any legal requirement that such communications be in writing.