Terms and Conditions (T&C) for the CAPLINK Platform

§ 1 General Provisions

1. These Terms and Conditions (T&C) are the binding rules governing the relationship between CAPLINK UG (haftungsbeschränkt), represented by Mathias Heymann, Kronberger Straße 56, 61440 Oberursel (hereinafter referred to as “CAPLINK”) and the users (hereinafter referred to as “Users”) when using the “CAPLINK” platform at the website https://www.caplink.capital/ (hereinafter referred to as the “Platform”).

2. Users of the platform may only be business entities as defined in Section 14 of the German Civil Code (BGB) and may not be consumers as defined in Section 13 of the German Civil Code (BGB).

3. Any general terms and conditions of the users that differ from, conflict with, or supplement these terms and conditions shall only become part of the contract if and to the extent that CAPLINK has expressly agreed to their validity. This requirement for consent applies in all cases.

4. CAPLINK reserves the right to refuse to enter into a contract if there are compelling reasons to do so. Such reasons may exist for CAPLINK, in particular, if there is or may be a conflict of interest, or if other legal or regulatory grounds preclude it.

§ 2 Description of the platform

1. CAPLINK is a specialized fundraising platform designed for startups, venture capital investors, and other professional advisors. Unless otherwise specified below, all of these parties are collectively referred to as the “Users.”

2. Access to investment-related content is restricted exclusively to professional investors in accordance with Directive 2014/65/EU (MiFID II) and applicable German law. Use by retail investors is prohibited.

3. The platform serves as a closed digital marketplace for professional market participants and facilitates business connections between startup founders and professional investors.

4. The platform does not provide financial, tax, legal, or investment advice.

5. CAPLINK does not operate a multilateral trading facility.

6. CAPLINK does not provide crowdfunding services.

7. The content provided on the platform does not constitute a public offering within the meaning of Regulation (EU) 2017/1129 (Prospectus Regulation). All information is provided exclusively in a restricted-access, non-public environment for professional investors.

8. CAPLINK does not act as a party to transactions between users of the platform.

9. The platform serves exclusively as an information and networking platform for its users.

10. The platform may integrate third-party services. However, CAPLINK has no control over these third-party services, is not liable for their availability or security, and assumes no responsibility for the content or operation of external systems.

§ 3 Registration and Procedure

1. To use the platform, you must register with a valid email address and a password of your choice. The registration process is fully automated. Once registered, users can access the platform via the “self-service” portal.

2. Users can choose between the free and paid membership packages available.

3. CAPLINK reserves the right to verify specific information by requesting supporting documentation from users. CAPLINK is entitled to refuse to publish user profiles if the respective profile does not correspond to the platform’s specialization or if the reliability of the information has not been sufficiently verified. This also applies if the content to be published violates legal requirements, official prohibitions, the rights of third parties, public decency, or these Terms and Conditions.

4. CAPLINK may request documentation at any time to verify the following:

   1. Business status,

   2. Regulatory classification,

   3. Authority to act on behalf of a legal entity.

5. Failure to provide such documents may result in the suspension of your user account.

6. There are personal profiles and company profiles. For example, a founder can first create a personal profile for themselves and then set up a company profile for their startup, for which they may wish to organize a funding round through the platform. The same applies to investors and advisors.

7. The account may not be transferred to third parties. Users agree to take the necessary measures to ensure the confidentiality of their account information and password and to keep their password secret. In the event of misuse of the account or a suspicion thereof, or in the event of misuse or loss of the password, CAPLINK must be notified immediately. In such cases, CAPLINK is entitled to suspend the account entirely or temporarily.

8. Once the platform has been activated for use, users may create a profile. All users are required to provide complete and truthful information. If users knowingly provide misleading or false information, they are liable for damages to the extent that CAPLINK has suffered loss or damage as a result of such false information. Users are further obligated to indemnify CAPLINK against any claims by third parties. Further claims, in particular claims for damages by third parties or claims for damages by potential contractual partners, remain unaffected.

9. Once their profile has been activated, startups can create and publish fundraising campaigns. They can invite investors, who will then have access to the published campaigns. Other users, particularly investors, can view the fundraising campaigns and may make offers or agree to other terms.

10. CAPLINK is not affiliated with the fundraising processes offered or the agreements entered into between startups and investors, and assumes no liability for them or for any content or outcomes resulting from users’ offers.

§ 4 User Profile

1. When a user registers on the platform to use the services offered, certain details and information from their profile—whether it is a personal or business profile—will be visible to other users on the platform.

2. This profile is visible only to registered users.

3. CAPLINK is authorized to share personal data contained in user profiles with other users if the user has given their consent to do so. By accepting these Terms and Conditions and creating a personal or company profile on the platform, the user consents to the disclosure of their basic data (company name, company website, business purpose, LinkedIn company profile, company headquarters, year of establishment) to other registered users. The disclosure is made exclusively for the purpose specified in the consent and is not publicly accessible. For detailed data such as financial data, the user has the option to specify in their personal or company settings which parties are granted access to this data.

§ 5 Paid membership

1. In order to offer services on the platform, you must enter into a membership agreement for the use of the platform. Users may choose from the payment models offered on the website.

2. The presentation and promotion of options on the website do not constitute a binding offer to enter into a contract.

3. A contract for the use of the platform is concluded upon successful registration of the user. The registration process is fully automated and does not require explicit acceptance of the contract by CAPLINK.

4. Once the membership is activated, the user can publish their profile and connect with other users for the agreed-upon duration.

5. The user is free to design their user profile and offers and to manage them as they see fit. However, the user is responsible for complying with all applicable laws and regulations and indemnifies CAPLINK against any damages or claims by third parties arising from violations thereof.

§ 6 Prices and Payments

1. The membership fees listed on the website are net prices and do not include sales tax.

2. The agreed subscription fee is due immediately upon completion of registration.

3. Unless otherwise expressly agreed, payment may only be made using the payment methods listed on the website. Access to the service will not be activated until payment has been received.

4. Users are not entitled to set off claims against CAPLINK’s claims unless the counterclaims have been legally established or are undisputed.

§ 7 Term and Termination of the User Agreement

1. Unless otherwise expressly agreed or stated on the platform, a membership is entered into for a minimum term of one month. The exact term is specified in the respective subscription.

2. Either party may cancel the subscription by giving one month's notice prior to the end of the term. If notice of cancellation is not provided or is not provided in a timely manner, the membership will be automatically renewed for the original term and may be canceled by providing the aforementioned notice.

3. A free user agreement may be terminated in writing by either party at any time without providing a reason.

4. Any notice of termination must be in writing. This does not affect the right to terminate the contract for cause.

§ 8 Termination of the License Agreement

1. If the contract is terminated by the user or by CAPLINK, the user’s personal data (including name, email address, phone number, messages, and uploaded files) will be archived by CAPLINK. The user account will be permanently deleted no later than six (6) months after the termination of the contract. This does not apply if CAPLINK requires the relevant data to enforce claims against users or if there are legal retention obligations.

2. Upon the termination taking effect, the contractual relationship ends and the user can no longer access the service. CAPLINK reserves the right to block the username and password upon the termination taking effect.

§ 9 Provision of the platform

1. CAPLINK does not provide any services of its own. The service offered on the platform consists solely of making the platform available. CAPLINK cannot guarantee that users and their services will actually be available. Users have no right to a successful match and no right to the provision of a specific number of contracts.

2. CAPLINK acts solely as an intermediary and is not responsible for the content of users’ offers. CAPLINK makes no warranties and assumes no liability for the accuracy, quality, availability, or legal admissibility of the services offered. All contracts are concluded exclusively between the users. Any claims arising from or in connection with the offers must be asserted exclusively against the user.

§ 10 License for User Content

1. When users provide content on the platform, they authorize CAPLINK to store and host it and, where agreed, to make it available to third parties, in particular other users. CAPLINK uses user content in accordance with the agreement between the users and CAPLINK. By providing their content, users grant CAPLINK a non-exclusive, geographically unlimited license for the duration of the agreement to use this content for the purpose of providing the services under the agreement. This includes the right to store, reproduce, format, (technically) edit, transmit, make available, and analyze and evaluate the content itself or through third parties. CAPLINK is also entitled to store the data in a backup system or separate backup data center. To resolve malfunctions, CAPLINK is further entitled to make changes to the structure of the data or the data format. CAPLINK will publish the content uploaded by users to the platform and make it accessible to third parties only to the extent necessary for the purpose of the agreement.

2. In addition, users grant CAPLINK the right to analyze the data provided anonymously and to make it available to third parties. This may take the form, for example, of marketing materials or newsletters that analyze user behavior and investment patterns. All analyses are conducted anonymously and in aggregate form. By registering on the platform, users consent to CAPLINK using their data in the manner described above.

3. Users warrant that they own all rights to the content they upload to the platform or have a license for such content to grant CAPLINK the rights set forth in this clause. Users are solely responsible for all uploaded content, including but not limited to:

   • Pitch-Decks,

   • Financial Information,

   • Daten Room Information,

   • Business Documents.

4. CAPLINK does not verify the accuracy of uploaded content, does not conduct due diligence, does not endorse projects, and does not guarantee the completeness of the content provided. Users grant CAPLINK a non-exclusive license to provide and display content solely for the purpose of operating the platform.

§ 11 CAPLINK's Obligations

1. The services offered by CAPLINK on the platform are subject to continuous development and may change from time to time to a reasonable extent. CAPLINK reserves the right to temporarily or permanently discontinue the provision of the services (or features within the services) for individual users or all users. CAPLINK will notify users of any changes or restrictions to the services with reasonable advance notice.

2. CAPLINK is not liable for any data loss resulting from technical malfunctions or the discontinuation of services.

3. The platform has an average annual uptime of 98%. This excludes periods during which the servers are unavailable due to routine, pre-announced maintenance or disruptions beyond CAPLINK’s control.

4. CAPLINK strives to keep the software up to date, though no legal claim to this exists. The platform operator may restrict or expand the platform’s functionality at any time.

§ 12 User Obligations

1. Users are prohibited from using the platform’s software and services for any purpose other than their own personal or professional/business purposes without CAPLINK’s express permission, and in particular for any other commercial purposes

   • to introduce or attempt to introduce viruses, Trojans, worms, or other malicious code onto the platform,

   • to hack or tamper with the platform's software, or to attempt to do so,

   • to use scripts and other automated or semi-automated methods to use the platform,

   • to circumvent or attempt to circumvent the platform's security features,

   • to rent out the user account or otherwise use it for commercial purposes, to sublicense it, or to make it available to third parties in any other way, unless expressly permitted by CAPLINK,

   • Scraping, copying, or otherwise extracting content from the platform—including, but not limited to, investor profiles or startup profiles—for the purpose of using such information for other purposes.

2. By registering for and using the platform, the user represents and warrants that:

   • he is acting in his capacity as a business operator or self-employed person and not as a consumer,

   • whether they are affiliated with a startup, an investor, or a consulting firm, whether as a partner, managing director, or employee,

   • if, when registering as an investor, he is acting as an employee of a financial investor, venture capital investor, or family office,

   • all the information provided is accurate and complete,

   • that it complies with all applicable regulatory and securities laws.

3. CAPLINK reserves the right to suspend users or terminate the user agreement for cause in the event of a violation of these Terms and Conditions or for good cause.

4. However, CAPLINK is under no obligation to monitor users’ offers or activities and assumes no liability for any damages resulting from the suspension of a user or the termination of their user agreement.

§ 13 Recognition of investment risk

1. Users acknowledge that investments in startups and early-stage companies are highly speculative and that there is a significant risk of losing the entire amount of capital invested.

2. Users acknowledge that CAPLINK assumes no responsibility for the performance of the investments made and makes no guarantees or representations regarding future returns or the success of the investments.

3. All investment decisions are made by users independently and at their own risk. Users are solely responsible for evaluating and analyzing investment opportunities and for deciding whether to make an investment.

4. Users registered on the platform as startups acknowledge that bringing in investors as shareholders can have significant legal and financial consequences. These include, but are not limited to, investors’ right to a say in company matters, changes in corporate governance, and the obligation to disclose company information. Startups should be aware of the legal obligations and potential implications associated with bringing in investors.

5. Users registered as advisors on the platform acknowledge that they have a duty of care when advising startups and investors and must ensure that their recommendations and advice are based on sound analysis and information. Advisors are responsible for the accuracy and completeness of their advisory services and are liable for any damages that may result from incorrect or incomplete advice.

6. Users are expressly advised that, before making investments or accepting investors, they should seek independent professional advice, if necessary, in order to better assess the risks and opportunities associated with their decisions. This applies to investors, startups, and advisors alike.

§ 14 Liability

1. CAPLINK assumes no responsibility for any data, ad copy, or related storage media provided and, in particular, is under no obligation to retain or return such materials. Any deletion following the termination of the contract will be carried out in accordance with legal requirements.

2. CAPLINK is liable for material defects or defects of title in accordance with applicable laws.

3. CAPLINK shall be liable to users in all cases of contractual and non-contractual liability for damages or reimbursement of wasted expenses in cases of willful misconduct or gross negligence, in accordance with applicable law.

4. In all other cases, CAPLINK shall be liable—unless otherwise specified—only for a breach of a contractual obligation whose fulfillment is essential to the proper performance of the contract and on whose compliance users may reasonably rely (a so-called cardinal obligation), and such liability shall be limited to compensation for foreseeable and typical damages. In all other cases, CAPLINK’s liability is excluded, subject to any provisions to the contrary.

5. Liability for damages resulting from injury to life, limb, or health, and liability under the Product Liability Act, remains unaffected by the foregoing limitations and exclusions of liability.

6. The limitations of liability apply mutatis mutandis to CAPLINK’s employees, agents, and vicarious agents.

7. CAPLINK assumes no responsibility for the accuracy, completeness, or timeliness of content provided by users, including but not limited to pitch decks, financial information, data room materials, and business documents. CAPLINK does not review, conduct due diligence on, or evaluate content uploaded by users and assumes no liability for any errors or omissions in such content.

8. Users are solely responsible for verifying the legality and content of the materials they upload, as well as for complying with all applicable laws and regulations regarding such materials.

9. CAPLINK shall not be liable for any financial losses or damages incurred by users in connection with their investments, including, but not limited to, losses resulting from a decline in value, the insolvency of the invested company, or other economic risks.

10. CAPLINK assumes no responsibility for the prospects of success or the financial performance of investment projects facilitated through the platform and makes no representations or warranties regarding future returns or the success of investments. All investment decisions are made by users independently and at their sole risk.

§ 15 Copyright

1. CAPLINK holds the copyrights to all images, videos, and text published by it on the platform. Use of these images, videos, and text is not permitted without the express consent of CAPLINK.

2. The copyrights and rights of use to images, videos, and texts uploaded to the platform by the user remain with the user. However, the user grants CAPLINK the right to use, reproduce, and publish this content within the scope of the platform, to the extent necessary for the operation and promotion of the platform.

3. In addition, pursuant to § 10 (2), the user grants CAPLINK the right to evaluate the uploaded content anonymously and make it available to third parties in aggregated form.

4. Any further use by CAPLINK requires the user’s express consent.

§ 16 Data Privacy

1. CAPLINK may process, store, and disclose to third parties the user data that users upload to their user profiles, to the extent necessary for the performance of the brokerage services and for as long as CAPLINK is required by law to retain such data.

2. Users can find further information on data protection in CAPLINK’s Privacy Policy at https://caplink.capital/legal/privacy.

§ 17 Final Provisions

1. The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.

2. If the user is a merchant, the exclusive place of jurisdiction is CAPLINK’s registered office. In all other respects, the applicable statutory provisions govern local and international jurisdiction.

3. These Terms and Conditions are provided in German and English. In the event of any discrepancies, ambiguities, or inconsistencies between the language versions, the German version shall be binding and prevail