Terms of Use & Legal Notice

Last updated: January 29, 2026

1. PREAMBLE

(A) These Terms of Use of OpenToLead and its website (hereinafter referred to as the "Terms" or "ToU") describe the terms and conditions applicable to access the Services offered by OpenToLead Ventures Ltd.

(B) OpenToLead Ventures Ltd is a private limited company registered in Guernsey, Channel Islands, with registered office at St Peter Port, Guernsey, GY1 1LU, registered under company number GN7-8558425.

(C) OpenToLead Ventures Ltd operates the platform www.opentolead.com, dedicated to connecting qualified investors with high-potential startups focused on human capital value.

OpenToLead's mission is to enable individuals and legal entities to invest, directly or indirectly, in securities issued by growth companies seeking capital financing to accelerate their development.

OpenToLead pre-selects investment opportunities according to a rigorous selection policy, publishes selected offers on the Site, provides Funded Companies with collection and subscription services, and provides Subscribers with information enabling them to make their investment decision. OpenToLead will keep Subscribers regularly informed about the status of companies in which they have invested.

2. DEFINITIONS

2.1 Key Definitions

Collection: operation of collecting funds necessary to finance a Funded Company through OpenToLead.

Terms of Use or ToU: these general terms and conditions of use of OpenToLead services applicable to the Member/Subscriber which can be consulted on the Site by any Internet User and to which this Internet User must adhere to become a Member/Subscriber.

Individualised Space: the account (including the username and password chosen by the Member) and personal space reserved for the Member/Subscriber after registration on the Site containing up-to-date information about the Member/Subscriber and providing access to the presentation of Funded Companies pre-selected by OpenToLead for possible subscription to Securities issued by them.

Member: an internet user duly registered on the OpenToLead Platform, having accepted the Platform's ToU and provided the Platform with information enabling access to restricted pages.

Maximum Collection Amount: the maximum Collection amount of a Participatory Financing Offer as defined in the Regulatory Documentation.

Minimum Collection Amount: the minimum Collection amount conditioning the final completion of a Participatory Financing Offer as defined in the Regulatory Documentation.

Subscribed Amount: the sum paid by a Subscriber as part of a Participatory Financing Offer.

Participatory Financing Offer: the participatory financing offer presented by a Funded Company.

Collection Period: the subscription period, including any extensions decided by the Funded Company, during which the Subscriber may subscribe to a Participatory Financing Offer.

Project Holder: one or more directors, shareholders or managers of a growth company seeking Equity Participatory Financing.

Services: OpenToLead's activity consisting of pre-selecting Equity Financing Offers and posting them online on the Site according to the selection policy defined by OpenToLead.

Site: the participatory financing platform accessible at www.opentolead.com or any other website that may be substituted for or complement it.

Funded Company: company making a Participatory Financing Offer through OpenToLead.

Subscriber: any natural or legal person who makes a Subscription and pays the corresponding Subscribed Amount, it being specified that only a Member may become a Subscriber.

Subscription: the commitment made by a Subscriber to participate in a Participatory Financing Offer.

SPV (Special Purpose Vehicle): the legal structure (for example a company) intended to group Subscribers together and allow Project Holders to simplify the management of their shareholding by having only one representative for all Subscribers' interests.

3. PURPOSE

The purpose of the ToU is to define:

• the conditions under which the Internet User navigates the public part of the Site;
• the conditions under which the Member has access to restricted pages and uses the Services;
• the conditions under which the Subscriber may make subscriptions.

The Member/Subscriber declares having read and expressly and unconditionally accepted the ToU in force on the date of access to the Site.

4. ACCESS TO THE OPENTOLEAD SITE

4.1 Access to Public Pages

The following information will be available for consultation and/or download on the public pages of the Site:

• the Site's Terms of Use;
• the criteria and procedure for selecting Funded Companies;
• the fees charged by OpenToLead;
• the presentation of OpenToLead and its contact details;
• a brief presentation of current Participatory Financing Offers.

4.2 Access to Restricted Pages - Access to Services

4.2.1 Member Registration

OpenToLead is required to restrict access to certain information presented on the Site, including the detailed presentation of the various Participatory Financing Offers. This information appears on web pages, called "restricted access" pages, to which only Members and Subscribers have access.

Any Member must be a natural person aged at least 18 years at the date of registration on the Site, enjoying full legal capacity under the law applicable to them.

To become a Member, the Internet User must register on the Site and complete each of the following steps:

• The Internet User must complete all mandatory fields in the access form available on the Site, namely their personal details (surname, first name, email address);
• They must accept the Terms of Use, after having had the opportunity to read them by viewing and/or printing or downloading;
• After validation, the Internet User is redirected to a page of the Site, containing the Risk Questionnaire, enabling them to become aware of the general risks inherent in the proposed investments (capital loss, illiquidity, etc.) and expressly accept them.

4.2.2 Subscriber Registration - Adequacy Test

OpenToLead will carry out, prior to the first investment made by the Subscriber, an adequacy test consisting of verifying the consistency between the profile filled in by the Subscriber and the Participatory Financing Offers made available on the Site.

To become a Subscriber, the Member, natural or legal person, must apply on the Site by completing each of the following steps:

• Complete the adequacy test questionnaire (income, assets, knowledge, investment experience, investment objectives, etc.);
• Provide additional information on their identity;
• Provide the supporting documents requested on the Site.

4.3 OpenToLead Fees

The use of the Services gives rise to remuneration for the benefit of OpenToLead.

A commission of a maximum amount of 6% (including 1% for payment processing fees) will be deducted from the amount invested by the Subscriber.

In addition, the Subscriber is informed and accepts that OpenToLead is remunerated by each Funded Company for the services provided by OpenToLead for its benefit.

5. MEMBER/SUBSCRIBER OBLIGATIONS

The Member/Subscriber has, in general, the following obligations:

• respect the Site access conditions;
• communicate accurate and faithful data regarding their civil status and profile;
• complete any form and sign any agreement presented as mandatory on the Site;
• behave loyally towards OpenToLead and other Members or Subscribers;
• use the Services in accordance with their intended purpose;
• not make any commitment for a third party;
• not disrupt or attempt to disrupt the operation of the Site.

5.1 Intellectual Property

All intellectual property rights relating to any computer program, as well as all updates, new versions and copies of said programs made available to the Member/Subscriber through the Site are and will remain the property of OpenToLead Ventures Ltd or its assigns, successors or beneficiaries and no title of ownership relating thereto is transferred to the Member/Subscriber.

5.2 Non-Diversion

The Member/Subscriber is prohibited from using the Site for commercial purposes and, in general, from offering products and services to Members, Internet Users or Funded Companies; they are prohibited from "reselling" or making available to a third party and/or other users, for a fee and/or free of charge, access to the Site, restricted access pages and Services.

6. SITE ACCESSIBILITY AND TECHNICAL OPERATION

6.1 Accessibility

The Site is accessible, as far as possible, 24 hours a day, seven days a week. OpenToLead reserves the right to interrupt access to the Site at any time, particularly for maintenance or site update reasons.

6.2 Hypertext Links

The Site may contain hypertext links to websites managed by third parties. OpenToLead cannot exercise any control over these sites nor assume any responsibility for their content.

7. LIABILITY

7.1 Nature of Liability

OpenToLead assumes only an obligation of means within the framework of the Services. Its liability can only be engaged under common law conditions, for direct and foreseeable damages suffered by the Member/Subscriber.

OpenToLead shall not be liable for data loss, loss of profits, loss of opportunity whatever the consequences, loss of image or damage to reputation.

7.2 General Limitation of Liability

Except in case of gross or wilful misconduct on the part of OpenToLead, the liability of OpenToLead for compensable damages that would be duly established by the Member/Subscriber may not exceed an amount equal to twice the total sum paid by the Member/Subscriber as part of a Participatory Financing Offer.

7.3 Specific Exclusions of Liability

8. PERSONAL DATA - CONFIDENTIALITY

8.1 Collection of Personal Data

The Personal Data collected and processed by OpenToLead is that which any Internet User, Member or Subscriber voluntarily transmits, in particular via the Individualised Space creation form.

Personal Data communicated by an Internet User, Member or Subscriber may include:

• surname, first name, postal address, date of birth, nationality, place of tax residence;
• valid email address;
• valid mobile phone number;
• password;
• profession;
• Subscriber profile (experience, knowledge, objectives, income, assets);
• IBAN statement;
• copy of proof of identity and address.

8.2 Data Protection

The collection and processing of the Member's/Subscriber's Personal Data must respect the fundamental rights of individuals and in particular their privacy. OpenToLead is committed to ensuring that all processing of personal data on the Site is carried out in accordance with the Data Protection (Bailiwick of Guernsey) Law, 2017 and the General Data Protection Regulation (GDPR) as applicable.

The Member/Subscriber may at any time access the personal information concerning them or request that it be rectified, completed, updated or deleted by letter or email sent to the correspondence address.

No data is transferred outside the European Economic Area without appropriate safeguards.

9. VALIDITY, AMENDMENTS AND TERMINATION

The ToU take effect from their publication on the Site and remain in force until their partial or total modification by OpenToLead. OpenToLead may modify the Site's ToU at any time. The Member/Subscriber must therefore refer to the latest version of the ToU which will be accessible on the Site on the date of consultation.

The ToU constitute an indefinite contract and may be terminated as of right:

• (a) by the Member/Subscriber at any time and without notice;
• (b) by OpenToLead at any time with thirty (30) days notice except in the case referred to in (c);
• (c) by OpenToLead, without notice, in case of non-compliance by the Member/Subscriber with the ToU.

10. NOTIFICATIONS

Any notification, request or communication made in execution of the ToU must be made by written document addressed, by any means, to the Party concerned:

• (a) Concerning OpenToLead: contact@opentolead.com
• (b) Concerning the Member/Subscriber: At the address, telephone number, email address indicated by the Member/Subscriber on their Individualised Space.

11. MISCELLANEOUS PROVISIONS

11.1 Severability

In the event that one or more provisions contained in the ToU are declared null and void, the validity of the other provisions hereof is in no way affected. The provisions declared null and void will, in accordance with the spirit and purpose hereof, be replaced by other valid provisions which, having regard to their scope, come as close as possible within the limits permitted by law, to the provisions declared null and void.

11.2 Entirety

Unless otherwise stipulated, the ToU contain fully and exclusively all the terms applicable to the subject matter hereof and cancel and replace all previous negotiations, communications, declarations and commitments, whether oral or written, between the Parties as to the subject matter hereof.

11.3 Assignment

OpenToLead reserves the right to assign to any third party of its choice all or part of its rights and obligations under these ToU, which the Member/Subscriber accepts without reservation.

12. APPLICABLE LAW - JURISDICTION

The ToU are governed for their validity, interpretation and execution by the laws of Guernsey, Channel Islands.

Any dispute arising from or in connection with these ToU shall be subject to the exclusive jurisdiction of the Royal Court of Guernsey.

13. LEGAL NOTICE

(a) Site Publisher:

This site is published by OpenToLead Ventures Ltd
Registered in Guernsey, Channel Islands
Company Number: GN7-8558425
Registered Office: St Peter Port, Guernsey, GY1 1LU
Publication Director: Clark Maxwel

(b) Site Hosting:

The OpenToLead website accessible via www.opentolead.com is hosted by:
Amazon Web Services Inc, Legal Department
410 Terry Avenue North P.O. Box
81226 Seattle
WA 98108-1226 – USA

(c) Contact for any complaint regarding this Site and/or its content:
contact@opentolead.com

14. INVESTMENT RISK WARNING