Terms of Service

Effective Date: January 1, 2025 · Version: 2.1

Please read these Terms of Service ("Terms") carefully before accessing or using the Northward Capital private placement subscription portal (the "Portal"). By accessing the Portal, you agree to be bound by these Terms.

1. Eligibility

Use of the Portal is restricted to individuals and entities that meet all of the following criteria:

1. You are 18 years of age or older (or the age of majority in your jurisdiction)
2. You qualify as an accredited investor or eligible investor under applicable securities law
3. You are not located in, organized under the laws of, or a resident of any jurisdiction where access to this Portal would be prohibited
4. You are not subject to any sanctions administered by OFAC, the UN Security Council, or equivalent regulatory bodies

Warning: Unauthorized access to this Portal, or misrepresentation of your eligibility status, may constitute a violation of applicable securities and fraud laws and may result in civil or criminal penalties.

2. Nature of the Portal

The Portal is a technology platform that facilitates the subscription process for private placement offerings managed by Northward Capital Partners Ltd. ("Northward").

2.1 Not Investment Advice

Nothing on this Portal constitutes:

• Investment, financial, legal, or tax advice
• A recommendation to invest in any offering
• An offer to sell securities in any jurisdiction where such offer is unlawful

2.2 Forward-Looking Statements

Offering materials may contain forward-looking statements that involve known and unknown risks. Actual results may differ materially from those projected. Past performance is not indicative of future results.

3. Account and Access

3.1 Access Controls

Access to offering materials and subscription documents is governed by JWT-based session tokens issued upon completion of the KYC/AML verification process. Sessions expire after 24 hours of inactivity.

3.2 Prohibited Conduct

You agree not to:

• Circumvent, disable, or interfere with security features of the Portal
• Use automated tools such as bots, scrapers, or crawlers to access Portal content
• Share your access credentials with any third party
• Attempt to gain unauthorized access to other user accounts or portal systems
• Reverse-engineer, decompile, or disassemble any component of the Portal

4. Subscription Process

The subscription process occurs in the following sequence:

1. Investor Qualification — Completion of accredited investor attestation
2. KYC Verification — Submission and review of identity documentation
3. Agreement Execution — Electronic signing of subscription documents via DocuSign
4. Fund Transfer — Wire transfer of subscription proceeds per provided instructions
5. Confirmation — Issuance of subscription confirmation and allotment notice

Northward reserves the right to reject any subscription in its sole and absolute discretion.

5. Intellectual Property

All content on this Portal — including text, graphics, logos, deal materials, and software — is the exclusive property of Northward Capital Partners Ltd. or its licensors and is protected by copyright, trademark, and other applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable licence to access and use the Portal solely for the purpose of evaluating and completing a subscription to an offering. No other rights are granted.

6. Disclaimers and Limitation of Liability

6.1 "As Is" Basis

The Portal is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

6.2 Limitation of Liability

To the maximum extent permitted by law, Northward Capital's aggregate liability to you for any claim arising from your use of the Portal shall not exceed CAD $500. In no event shall Northward be liable for any indirect, incidental, special, or consequential damages, even if advised of the possibility of such damages.

7. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms shall be referred to and finally resolved by binding arbitration administered by the British Columbia International Commercial Arbitration Centre (BCICAC) in Vancouver, British Columbia.

8. Modifications

Northward reserves the right to modify these Terms at any time. Continued use of the Portal following notice of any modification constitutes acceptance of the revised Terms. We will provide at least 30 days' notice of material changes via email to registered users.

9. Contact

For questions regarding these Terms, please contact:

Legal Department — Northward Capital Partners Ltd. legal@northwardcap.com

Last reviewed by legal counsel: May 2025