Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Saintrose Capital ("Company," "we," "us," or "our"), concerning your access to and use of our website and the services we provide. You agree that by accessing our website or engaging our services, you have read, understood, and agreed to be bound by all of these Terms.

If you do not agree with all of these Terms, then you are expressly prohibited from using our website and services and you must discontinue use immediately. Supplemental terms and conditions or documents that may be posted on our website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of our website or services after the date such revised Terms are posted.

2. Description of Services

Saintrose Capital provides corporate finance advisory services, including but not limited to equity capital raising, debt and credit advisory, strategic advisory, and mergers and acquisitions preparation services (collectively, the "Services"). Our Services are designed to assist companies in securing growth capital, structuring financing arrangements, and navigating complex corporate transactions.

The specific scope, terms, and conditions of any engagement for Services will be set forth in a separate written agreement between you and Saintrose Capital (an "Engagement Letter"). In the event of any conflict between these Terms and an Engagement Letter, the terms of the Engagement Letter shall prevail with respect to that specific engagement.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of our Services.

3. Eligibility

By using our website and Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into a binding agreement. If you are accessing or using our Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

Our Services are intended for use by businesses and professional investors. If you are a retail investor or consumer, our Services may not be appropriate for you, and you should consult with a qualified financial advisor before making any investment decisions.

4. Intellectual Property Rights

Unless otherwise indicated, our website and all content, features, and functionality thereof, including but not limited to all information, software, text, displays, images, video, audio, graphics, design, selection, arrangement, and the look and feel, are owned by Saintrose Capital, our licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use our website for your personal, non commercial use only, or for legitimate business purposes in connection with your engagement of our Services. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• You may print or download one copy of a reasonable number of pages of our website for your own personal, non commercial use and not for further reproduction, publication, or distribution.

The Saintrose Capital name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Saintrose Capital or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on our website are the trademarks of their respective owners.

5. User Representations

By using our website and Services, you represent and warrant that:

• All information you submit to us will be true, accurate, current, and complete.
• You will maintain the accuracy of such information and promptly update such information as necessary.
• You have the legal capacity and agree to comply with these Terms.
• You will not use our website or Services for any illegal or unauthorized purpose.
• Your use of our website and Services will not violate any applicable law or regulation.
• You are not located in a country that is subject to a government embargo, or that has been designated by a government as a "terrorist supporting" country.
• You are not listed on any government list of prohibited or restricted parties.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your access to our website and Services and refuse any and all current or future use.

6. Confidentiality

In the course of providing our Services, we may receive confidential information from you regarding your business, finances, operations, strategies, and other matters. We agree to hold all such confidential information in strict confidence and not to disclose it to any third party except as required by law, regulation, or legal process, or with your prior written consent.

Similarly, any confidential information we provide to you in connection with our Services, including our methodologies, analyses, recommendations, and other proprietary information, shall be treated as confidential and shall not be disclosed to any third party without our prior written consent.

The obligations of confidentiality shall survive the termination of any engagement and these Terms for a period of three years thereafter, unless a longer period is specified in an Engagement Letter.

7. Fees and Payment

The fees for our Services will be set forth in the applicable Engagement Letter. Unless otherwise specified, all fees are payable in the currency stated in the Engagement Letter and are exclusive of any applicable taxes, which shall be your responsibility.

We may require payment of a retainer fee before commencing work on an engagement. Success fees, where applicable, are earned upon the successful completion of the relevant transaction as defined in the Engagement Letter.

Unless otherwise agreed in writing, invoices are due and payable within 30 days of the invoice date.

In addition to our fees, you shall be responsible for reimbursing us for all reasonable out of pocket expenses incurred in connection with the provision of our Services, including travel, accommodation, legal fees, and third party service provider costs, as approved by you in advance or as specified in the Engagement Letter.

8. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will Saintrose Capital, our affiliates, or our respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

• Your access to or use of or inability to access or use our website or Services.
• Any conduct or content of any third party on our website or in connection with our Services.
• Any content obtained from our website or Services.
• Unauthorized access, use, or alteration of your transmissions or content.
• Any investment decisions or transactions undertaken based on our advice or Services.

In no event shall our aggregate liability arising out of or in connection with these Terms, our website, or our Services exceed the total fees paid by you to us in the twelve months preceding the claim, or one thousand euros (€1,000), whichever is greater.

The limitations of liability set forth in this section shall apply to the maximum extent permitted by law and shall survive any termination or expiration of these Terms.

9. Disclaimer of Warranties

Our website and Services are provided on an "as is" and "as available" basis without any warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non infringement.

We do not warrant that our website or Services will be uninterrupted, timely, secure, or error free, or that any defects will be corrected. We do not warrant that our website or Services will meet your specific requirements or expectations.

We make no representations or warranties regarding the accuracy, completeness, or timeliness of any information provided through our website or Services. Any reliance on such information is strictly at your own risk.

Our Services consist of advice and recommendations only. We do not guarantee any particular outcome or result from any transaction or investment decision. All investment decisions are made solely by you, and you bear full responsibility for the consequences of such decisions.

10. Indemnification

You agree to defend, indemnify, and hold harmless Saintrose Capital, our affiliates, and our respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms.
• Your violation of any third party right, including any intellectual property right or privacy right.
• Any claim that your use of our website or Services caused damage to a third party.
• Any inaccurate or incomplete information you provide to us.
• Your negligence or willful misconduct.

This indemnification obligation shall survive the termination of these Terms and your use of our website and Services.

11. Regulatory Matters

Saintrose Capital is a corporate finance advisory firm. We are not a broker dealer, investment adviser registered with any securities regulatory authority, or a banking institution. Our Services do not include the provision of investment advice as defined under applicable securities laws.

Any securities offered to or on behalf of U.S. Persons are being conducted pursuant to a chaperone arrangement under SEC Rule 15a-6 and through Member FINRA and SIPC.

Any information or recommendations we provide in connection with our Services are for informational purposes only and do not constitute an offer to sell or a solicitation of an offer to buy any securities. You should consult with your own legal, tax, and financial advisors before making any investment decisions.

We operate in multiple jurisdictions and comply with applicable laws and regulations in each jurisdiction. However, our Services may not be available in all jurisdictions, and we reserve the right to decline to provide Services in any jurisdiction where doing so would be prohibited by law.

12. Term and Termination

These Terms shall remain in full force and effect while you use our website or Services. We may terminate or suspend your access to our website and Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach any provision of these Terms.

The termination of any specific engagement for Services shall be governed by the applicable Engagement Letter. In the absence of specific termination provisions in an Engagement Letter, either party may terminate an engagement upon 30 days' written notice to the other party.

Upon termination of any engagement, you shall pay all fees and expenses due and payable through the date of termination. All provisions of these Terms which by their nature should survive termination shall survive termination, including without limitation ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Estonia, without regard to its conflict of law provisions. You agree that any legal action or proceeding arising out of or relating to these Terms or your use of our website or Services shall be brought exclusively in the courts of Estonia.

Before initiating any legal proceeding, you agree to first attempt to resolve any dispute through good faith negotiation and, if unsuccessful, through mediation. You agree that any disputes shall be resolved on an individual basis, and you waive any right to participate in a class action lawsuit or class wide arbitration.

Notwithstanding the foregoing, we reserve the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property rights or confidential information.

14. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government actions, pandemic, epidemic, natural disasters, fire, flood, earthquake, explosion, power outage, communications failure, or labor disputes.

15. 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 and obligations under these Terms to any affiliate or successor in interest without your consent.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

17. Waiver

No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Entire Agreement

These Terms, together with any Engagement Letter and our Privacy Policy, constitute the sole and entire agreement between you and Saintrose Capital regarding our website and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding our website and Services.

19. Contact Us

If you have any questions about these Terms of Service, please contact us at: