TERMS AND CONDITIONS

1. CONTRACT FORMATION AND ACCEPTANCE OF TERMS

These Terms and Conditions (hereinafter "T&C") govern all services provided by DEALCOCKPIT™ to its business clients (hereinafter "the Client").

In accordance with Articles 1127-1 et seq. of the French Civil Code, the contract between DEALCOCKPIT™ and the Client is formed electronically through the following process:

The Client selects the offer of their choice on the DEALCOCKPIT™ website and completes the online subscription form.

Before confirming the order, the Client reads these T&C and accepts them by ticking the designated checkbox ("I accept the Terms and Conditions").

Validating the order constitutes the Client’s full and unconditional acceptance of these T&C and a firm and final commitment, without any additional signed document being required.

A confirmation email is sent to the Client at the address provided during subscription, serving as acknowledgement of receipt of the order and confirmation of service activation.

DEALCOCKPIT™ reserves the right to refuse any subscription or to suspend any access that would be in breach of these T&C or applicable law.

2. VIRTUAL DATA ROOM SERVICES AND SUPPORT

2.1 Provision of Services

Subject to the terms of these T&C, DEALCOCKPIT™ agrees to provide the Client with Virtual Data Room services (hereinafter "VDR Services") for the management, storage and exchange of data, in accordance with the offer subscribed to online. DEALCOCKPIT™ will use commercially reasonable efforts to ensure the availability and functionality of its VDR Services, in accordance with industry standards and the specific requirements of secure data management.

As part of the subscription process, the Client provides the necessary information and selects a username and password for account access. The Client is responsible for maintaining the confidentiality and security of their account credentials. DEALCOCKPIT™ reserves the right to refuse any registration or cancel any account that violates these T&C or applicable laws.

2.2 Technical Support

DEALCOCKPIT™ provides its Clients with technical support in accordance with the Service Level Agreement (SLA) set out in Annex 1. Support is available 24/7 by email, and during business hours in France via designated communication channels.

2.3 Fair Use Policy — Deal by Deal Subscription

The Deal by Deal subscription is offered as an all-inclusive flat-rate package advertised as “unlimited” in terms of storage volume, number of users, and available features. This “unlimited” designation is subject to a fair use policy intended to ensure equitable access to the VDR Services for all Clients and to prevent any abusive use incompatible with normal professional use of a data room in the context of a single transaction.

Fair use thresholds are defined as follows per active dossier:

Storage volume: the “unlimited” designation covers up to 5 GB of documents uploaded per dossier, which accommodates the vast majority of standard M&A transactions. Usage beyond this threshold is subject to the excess surcharges set out below.

Features: all features included in the subscription plan, used solely within the scope of a single identified transaction. Use of the platform to manage multiple concurrent transactions under a single Deal by Deal subscription is not permitted.

There is no cap on the number of invited users. The “unlimited users” designation applies without restriction for the duration of the dossier.

Where storage usage exceeds the 5 GB threshold, the following tiered surcharges apply, calculated as a percentage of the dossier fee as invoiced:

Between 5 GB and 20 GB: surcharge of 25% of the dossier fee, invoiced once upon crossing this threshold.

Beyond 20 GB: additional surcharge of 50% of the dossier fee, invoiced once upon crossing this threshold. Both surcharges may therefore apply cumulatively where usage exceeds 20 GB.

Where DEALCOCKPIT™ identifies usage that materially and persistently exceeds the above thresholds, the following process applies:

Step 1 — Notification: DEALCOCKPIT™ sends the Client a written notification identifying the threshold exceeded and the observed usage level.

Step 2 — Surcharge invoicing: if the excess continues beyond five (5) business days following notification without the Client taking corrective action or agreeing to an upgrade, the applicable surcharge is invoiced and payable within fifteen (15) days.

Step 3 — Suspension: in the event of persistent or manifestly abusive use, DEALCOCKPIT™ may suspend access to the VDR Services in accordance with Section 6.3, after a further written notice.

DEALCOCKPIT™ commits to applying this policy reasonably and in good faith, taking into account the specific context of each transaction. Isolated or temporary peaks in usage that do not reflect a structural pattern of abuse shall not give rise to a surcharge.

2.4 Pricing Tier — Self-Declaration and Misrepresentation

The Deal by Deal subscription fee is determined by reference to the size of the company being sold or transferred (hereinafter the “Target Company”), as selected by the Client from the applicable pricing tiers published on the DEALCOCKPIT™ website at the time of subscription. This selection is made on a self-declaratory basis: the Client declares, under their sole responsibility, the category corresponding to the Target Company’s size (measured by revenue, headcount, or such other criteria as specified in the pricing schedule).

By subscribing, the Client warrants that the pricing tier selected accurately reflects the actual size of the Target Company. DEALCOCKPIT™ trusts the Client’s declaration in good faith and does not systematically verify it at the time of subscription.

However, should DEALCOCKPIT™ discover at any time — whether during the term of the subscription or after its expiry — that the Client has selected a pricing tier that does not correspond to the actual size of the Target Company, the following consequences shall apply:

Retroactive repricing: the difference between the fee actually paid and the fee that would have applied under the correct pricing tier shall become immediately due and payable, calculated from the date of subscription.

Penalty: a contractual penalty of 20% of the retroactively repriced amount shall be applied to compensate DEALCOCKPIT™ for the administrative burden and commercial prejudice caused by the misrepresentation. This penalty rate reflects standard commercial practice and is set at a level proportionate to the prejudice suffered, in accordance with Article 1231-5 of the French Civil Code.

Suspension or termination: DEALCOCKPIT™ reserves the right to immediately suspend or terminate access to the VDR Services in accordance with Section 6.3, without prejudice to any claim for damages.

The Client acknowledges that any false or inaccurate declaration of the Target Company’s size constitutes a material breach of these T&C and may, in serious cases, be characterised as fraudulent misrepresentation under applicable French law.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Prohibited Actions

The Client agrees not to, directly or indirectly:

Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying algorithms of the VDR Services or Software, in accordance with Article L.122-6-1 of the French Intellectual Property Code.

Modify, translate or create derivative works based on the VDR Services or Software, except as expressly permitted in writing by DEALCOCKPIT™.

Use the VDR Services or Software for timesharing, service bureau purposes, or for the benefit of any third party not authorised under these T&C.

Remove or alter any proprietary notices, labels or trademarks affixed to or contained within the VDR Services or Software.

3.2 Compliance with Export Control Laws

The Client shall comply with all applicable export control and economic sanctions laws and regulations, including those of the European Union and France, in particular Regulation (EC) No 428/2009 establishing a Community regime for the control of exports of dual-use items.

3.3 Compliance with Laws and Policies

The Client represents and warrants that it will use the VDR Services in compliance with:

DEALCOCKPIT™ Policies: all published policies of DEALCOCKPIT™, including the Acceptable Use Policy set out in Annex 2.

Data Protection Laws: the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and the French Data Protection Act (Loi Informatique et Libertés No. 78-17) as amended.

French Cybersecurity Regulations: Law No. 2018-133 (French Cybersecurity Act) and related decrees.

The Client agrees to indemnify and hold harmless DEALCOCKPIT™, its affiliates, and their respective officers, directors, employees and agents from any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to any breach of this Section 3.3 by the Client.

3.4 Client Responsibilities

The Client is responsible for:

Equipment and Connectivity: procuring and maintaining all hardware, software and network connections necessary to access and use the VDR Services.

Security: maintaining the security and confidentiality of account credentials, data and any transmissions to or from the VDR Services. The Client shall promptly notify DEALCOCKPIT™ of any unauthorised access or security breach.

Data Backup: implementing appropriate procedures for backing up and restoring Client Data to prevent loss or corruption.

4. CONFIDENTIALITY AND PROPRIETARY RIGHTS

4.1 Confidential Information

a) Definition: "Confidential Information" means all non-public information disclosed by either party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. It includes business plans, technical data, financial records, legal contracts, trade secrets and Client Data.

b) Obligations: the Receiving Party shall: use Confidential Information solely for the purposes of fulfilling its obligations under these T&C; not disclose Confidential Information to any third party without prior written consent, except to employees, agents or subcontractors bound by equivalent confidentiality obligations; and implement reasonable security measures to protect the Confidential Information.

c) Exceptions: Confidential Information does not include information that: is or becomes publicly available without breach of these T&C; was known to the Receiving Party prior to disclosure; is received from a third party without restriction; is independently developed; or is required to be disclosed by law.

d) Duration: obligations under this Section 4.1 shall survive for five (5) years from the date of disclosure.

4.2 Ownership and Intellectual Property Rights

a) Client Data: the Client retains all rights, title and interest in and to all Client Data submitted to DEALCOCKPIT™. DEALCOCKPIT™ shall process Client Data only in accordance with these T&C and its Privacy Policy, in compliance with the GDPR and applicable French data protection laws.

b) DEALCOCKPIT™ Property: DEALCOCKPIT™ retains all rights, title and interest in and to its VDR Services, Software and all related intellectual property, including any enhancements, modifications or derivative works thereof.

c) Licence to Client: subject to the terms of these T&C, DEALCOCKPIT™ grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the VDR Services solely for the Client’s internal business purposes during the term of these T&C.

4.3 Feedback

The Client may provide suggestions or feedback regarding the Services. Such feedback is provided voluntarily and DEALCOCKPIT™ may use it without obligation or restriction.

5. BILLING AND PAYMENT

5.1 Fees and Payment Terms

a) Fees: the applicable fees are those displayed on the DEALCOCKPIT™ website at the time of online subscription. By finalising the order, the Client accepts the pricing corresponding to the selected offer.

b) Payment upon Service Activation: payment is due in full at the time of subscription, prior to the activation of and access to the VDR Services. No access will be granted until payment has been received and confirmed. An invoice is issued on the date of subscription and sent to the Client by email.

c) Renewal: for automatically renewing subscriptions (DC Board), the fees for the following period are invoiced and due on the renewal date, under the same terms.

d) Payment failure: in the event of rejected or failed payment, DEALCOCKPIT™ reserves the right to immediately suspend access to the VDR Services. If the situation is not remedied within ten (10) days of notification, DEALCOCKPIT™ may terminate the contract. Any outstanding amount shall accrue interest at three times the French legal interest rate, pursuant to Article L.441-10 of the French Commercial Code, plus a fixed indemnity of €40 for collection costs.

5.2 Taxes

All fees are exclusive of applicable taxes, including VAT. The Client is responsible for paying all such taxes, except for taxes based solely on DEALCOCKPIT™’s income.

5.3 Fee Adjustments

DEALCOCKPIT™ reserves the right to adjust its fees upon renewal of the service period. Any fee change will be notified to the Client with a minimum of thirty (30) days’ prior notice before taking effect.

6. TERM AND TERMINATION

6.1 Duration of Commitments

These T&C are entered into under one of the following models, as selected by the Client during online subscription:

No-commitment subscription: applicable to individual transactions (deal by deal). The Client may terminate at any time with thirty (30) calendar days’ written notice to DEALCOCKPIT™.

DC Board subscription — six (6) month commitment: applicable to Clients subscribing to the DC Board offer. The agreement is entered into for an initial period of six (6) months from the date of subscription, then automatically renews by tacit reconduction for successive six (6) month periods, unless terminated by written notice with at least thirty (30) days’ notice before the current expiry date.

6.2 Termination for Breach

Either party may terminate these T&C with immediate effect in the event of a material breach by the other party of its obligations, if such breach is not remedied within thirty (30) days of receipt of a written notice detailing the breach.

6.3 Termination for Cause

DEALCOCKPIT™ may terminate these T&C with immediate effect, without notice or compensation, in the event of a serious breach by the Client of the Acceptable Use Policy (Annex 2), persistent non-payment, or any conduct that undermines the security or reputation of DEALCOCKPIT™.

6.4 Effects of Termination

Upon termination of the contract, regardless of the cause:

All licences granted to the Client terminate immediately.

The Client shall cease using the VDR Services and delete or return any material belonging to DEALCOCKPIT™ in its possession.

All outstanding amounts become immediately due. No refund shall be owed for service periods already invoiced.

DEALCOCKPIT™ shall make Client Data available for download for thirty (30) days following termination, after which it may be deleted.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, DEALCOCKPIT™ shall not be liable for any indirect, incidental, special, punitive or consequential damages, including loss of profits, revenue, data, business opportunities or transactions, even if DEALCOCKPIT™ has been advised of the possibility of such damages.

7.2 Liability Cap

DEALCOCKPIT™’s total cumulative liability to the Client under these T&C, regardless of the cause of action (contractual, tort or otherwise), is limited to the amount of fees actually paid by the Client to DEALCOCKPIT™ during the six (6) months preceding the event giving rise to the claim.

7.3 Mandatory Exceptions

The limitations set out in Sections 7.1 and 7.2 do not apply in cases of gross negligence (faute lourde) or wilful misconduct (dol) by DEALCOCKPIT™, in accordance with mandatory provisions of French law.

8. GENERAL PROVISIONS

8.1 Governing Law and Jurisdiction

These T&C are governed by and construed in accordance with French law. Any disputes arising out of or related to these T&C shall be subject to the exclusive jurisdiction of the courts of Paris, France.

8.2 Entire Agreement

These T&C, comprising the terms accepted online, all Annexes, and the electronic order confirmation, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, understandings and communications, whether written or oral.

8.3 Amendments

Any amendments to these T&C must be made in writing and signed by authorised representatives of both parties.

8.4 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations due to causes beyond its reasonable control, including war, terrorism, labour disputes, natural disasters and governmental actions, provided that the affected party promptly notifies the other party and uses reasonable efforts to resume performance.

8.5 Assignment

The Client may not assign or transfer these T&C, in whole or in part, without the prior written consent of DEALCOCKPIT™. DEALCOCKPIT™ may assign these T&C in their entirety to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

8.6 Severability

If any provision of these T&C is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent of the parties.

9. CHANGES TO TERMS AND CONDITIONS

DEALCOCKPIT™ reserves the right to modify these T&C. Any material change will be notified to the Client by email or via the VDR Services interface with a minimum of thirty (30) days’ prior notice before taking effect. Continued use of the VDR Services after that period constitutes acceptance of the new terms. In the event of disagreement, the Client has the right to terminate in accordance with Section 6.

ANNEX 1 — SERVICE LEVEL AGREEMENT (SLA)

1.1 Service Availability

DEALCOCKPIT™ guarantees that the VDR Services will be available 99.9% of the time per calendar month, excluding scheduled maintenance, force majeure events, and any downtime caused by Client actions.

1.2 Service Credits

In the event of failure to meet the guaranteed availability threshold, the Client may request a service credit as follows:

Availability between 99.0% and 99.9%: credit equal to 5% of monthly fees.

Availability between 95.0% and 99.0%: credit equal to 10% of monthly fees.

Availability below 95.0%: credit equal to 20% of monthly fees.

Service credits constitute the Client’s exclusive remedy for SLA failure and may not exceed the monthly fees for the month in question. To claim a credit, the Client must submit a written request within thirty (30) days of the incident.

1.3 Unscheduled Maintenance

DEALCOCKPIT™ reserves the right to perform emergency maintenance without prior notice if necessary to maintain the security and stability of the VDR Services. DEALCOCKPIT™ will make reasonable efforts to notify the Client as soon as possible.

1.4 Support

Email support: support@dealcockpit.com — available 24/7.

ANNEX 2 — ACCEPTABLE USE POLICY (AUP)

2.1 Purpose

This Acceptable Use Policy sets out the permitted and prohibited uses of the VDR Services provided by DEALCOCKPIT™.

2.2 Acceptable Use

The Client agrees to use the VDR Services for lawful purposes only. Acceptable uses include:

Storing and sharing confidential business documents.

Conducting due diligence for mergers and acquisitions.

Managing secure communications with stakeholders.

2.3 Prohibited Use

The following activities are strictly prohibited:

Illegal activities: using the VDR Services for any illegal purpose, including fraud, money laundering, or activities that violate any applicable laws.

Intellectual property infringement: uploading, sharing or distributing content that infringes on the intellectual property rights of others.

Harmful activities: hacking, malware distribution, denial-of-service attacks, unauthorised access, data privacy violations, or spamming and phishing.

2.4 Enforcement

In the event of a violation, DEALCOCKPIT™ may issue a warning, temporarily suspend access, terminate the account, or take appropriate legal action depending on the severity of the breach.