Terms of Service – Nestor Exchange

1. Parties and Role of Nestor

1.1 Nestor Exchange OÜ

Nestor Exchange OÜ ("Nestor", "we", "our", "us") is a private company registered in Tallinn, Estonia. Nestor operates the Platform and provides technology infrastructure, data, lifecycle-governance tools, and white-label deal pages to asset originators and other professional partners.

1.2 Nestor Management Sàrl and the securitisation fund

Nestor Management Sàrl is a Luxembourg company within the Nestor group that manages a Luxembourg securitisation fund with multiple compartments (the "Fund"). The Fund may issue securities (e.g., notes) to professional or otherwise eligible investors via private placements governed by separate documentation (such as a Private Placement Memorandum and Specific Management Regulations). Nestor Exchange OÜ itself does not issue securities. Any investment you make will be made into the Fund (acting through a compartment) or into another issuer specified in the relevant transaction documents.

1.3 Asset originators, brokers, and other partners

The Platform hosts deal information for projects originated by third-party asset originators and may be used by regulated EU/US brokers, placement agents, and other intermediaries. These parties act as independent or joint controllers and/or independent contracting parties. They are not employees or agents of Nestor unless expressly stated otherwise.

1.4 No client asset custody; no direct investment services

Nestor Exchange OÜ does not:

• Hold or control client money or client assets.
• Execute or settle investment transactions on your behalf.
• Provide portfolio management, investment advice, or order reception/transmission services.

Payments, subscriptions, settlements, and securities issuance are carried out by the Fund, its service providers (including Creatrust and paying agents), and/or regulated intermediaries, under separate contractual and regulatory frameworks.

2. Definitions

In these Terms:

• "Platform" means the Nestor Exchange website, applications, white-label deal pages, and related services we provide.
• "User" means any individual or entity that accesses or uses the Platform.
• "Investor" means a User who is granted access by originators, the Fund's service providers, or regulated intermediaries to view confidential deal materials and/or subscribe to investment opportunities.
• "Originator" means an asset manager, sponsor, or other professional party using the Nestor infrastructure to present investment projects that may be funded through the Fund's compartments or other structures.
• "Investment Opportunity" means any transaction, deal, or investment structure described on or via the Platform.
• "Confidential Materials" means non-public information about Investment Opportunities, including pitch decks, financial models, legal documentation, data rooms, and related content.
• "NDA" means a Non-Disclosure Agreement concluded before access to Confidential Materials.

3. Account Registration & Eligibility

3.1 Account creation

To access certain features, you must create an account and provide accurate, current, and complete information. You agree to:

• Maintain and promptly update your information.
• Keep your login credentials confidential.
• Be responsible for all activities under your account.
• Notify us immediately of any unauthorised access or suspected breach.

3.2 Eligibility

You must:

• Be at least 18 years old.
• Have legal capacity to enter into binding agreements.
• Only use the Platform for business or investment purposes permitted by applicable law.

3.3 Investor status and access to opportunities

Eligibility to participate in specific Investment Opportunities is determined by the relevant originator, the Fund's service providers, and/or regulated brokers/placement agents, not by Nestor alone.

• You may be required to pass KYC/AML checks and investor qualification checks (e.g., professional investor, eligible counterparty, accredited investor under Regulation D).
• Nestor, originators, and intermediaries may restrict or revoke your access to certain materials or opportunities at any time, in particular for regulatory or compliance reasons.

3.4 Suspension and termination

We may suspend or terminate your account or access to the Platform at any time, with or without notice, for breach of these Terms, legal or regulatory reasons, or technical/security reasons. You may request account closure at any time; this does not affect existing contractual commitments you have with originators, the Fund, or intermediaries.

4. Platform Services and Scope

4.1 What Nestor provides

Through the Platform, Nestor provides:

• User accounts and dashboards for investors and originators.
• Deal and data rooms hosting Confidential Materials about Investment Opportunities.
• Workflow tools for onboarding, due diligence, document execution, and lifecycle governance.
• Interfaces connecting originators, investors, and regulated intermediaries.

4.2 What Nestor does not provide

Unless explicitly stated in writing, Nestor does not:

• Act as your financial advisor, broker, dealer, or portfolio manager.
• Provide recommendations, suitability assessments, or personalised investment advice.
• Guarantee the availability, performance, or outcome of any Investment Opportunity.
• Assume any obligation to monitor your investments over time.

4.3 NDA requirement and access tiers

Access to Confidential Materials may require:

• Completion of registration and investor profiling.
• Execution of an NDA (electronically or otherwise).
• Additional approval by the originator, the Fund's service providers, or intermediaries.

We may implement tiered access levels (public, authenticated, qualified, NDA) and may change or remove access at any time.

4.4 No offer, no solicitation

Content on the Platform is for information and preliminary discussion purposes only and does not constitute:

• An offer to sell or a solicitation of an offer to buy any securities.
• A prospectus or offering document.

Any actual offer or subscription will be made only based on final transaction documents (e.g., PPM, subscription agreement, Final Terms) provided by the relevant issuer or intermediaries outside the Platform, or via specific secure flows.

5. KYC/AML and Compliance

5.1 Responsibility for KYC/AML

KYC/AML for investments into the Nestor securitisation fund and its compartments is carried out under the responsibility of Nestor Management Sàrl (Luxembourg) and its appointed service providers (including Creatrust Luxembourg Sàrl), as well as any licensed EU and US brokers or placement agents involved in distribution.

5.2 Nestor's role

Nestor Exchange OÜ may:

• Provide technical infrastructure for onboarding workflows and document collection.
• Facilitate the exchange and storage of KYC/AML data between you, originators, the Fund's service providers, and intermediaries.

Nestor Exchange OÜ does not replace the regulatory obligations of the Fund, its ManCo, service providers, or regulated intermediaries.

5.3 Your cooperation

You agree to:

• Provide complete, accurate, and up-to-date information and documentation for KYC/AML purposes.
• Promptly inform relevant parties of any changes (e.g., address, UBOs, tax status).
• Accept that failure to provide required information may result in refusal or termination of access to Investment Opportunities.

6. User Responsibilities & Acceptable Use

6.1 General obligations

You agree not to:

• Violate any applicable law, regulation, or third-party rights.
• Provide false, misleading, or incomplete information.
• Use the Platform to facilitate unlawful activities, including fraud, money laundering, or sanctions evasion.
• Attempt unauthorised access to any account, system, or data.
• Interfere with or disrupt the operation or security.
• Circumvent access controls, rate limits, or other safeguards.
• Use automated tools (bots, scrapers) without our prior written consent.

6.2 Confidential Materials

Where you gain access to Confidential Materials, you must:

• Use them solely for evaluating the relevant Investment Opportunity.
• Not disclose, reproduce, or distribute them to any third party, except as permitted by the NDA or the transaction documents.
• Implement reasonable security measures to prevent unauthorised access or disclosure.

6.3 Third-party platforms

The Platform may link to or integrate with third-party tools (e.g., DocuSign, KYC providers). Your use of such tools is governed by their own terms, and Nestor is not responsible for their content, security, or availability.

7. Investment Disclaimers

7.1 No advice

Information on the Platform is provided for informational purposes only and does not constitute:

• Investment, financial, legal, tax, or accounting advice.
• A recommendation or endorsement of any Investment Opportunity.

You are solely responsible for your investment decisions and should obtain independent professional advice.

7.2 Risk factors

Alternative investments, including securitised notes and tokenised securities, involve significant risks, including but not limited to:

• Loss of some or all of your invested capital.
• Illiquidity and absence of secondary markets.
• Credit, market, and interest rate risk.
• Operational, legal, regulatory, and tax risks.
• Technology and cybersecurity risks (especially for tokenised structures).

You should invest only amounts you can afford to lose, after carefully reviewing the official offering documents.

7.3 Accuracy of information

While we seek to provide accurate and up-to-date information:

• Many materials on the Platform are supplied by originators, issuers, or third parties.
• Nestor does not independently verify all such information and makes no representation or warranty as to its accuracy or completeness.
• Any forward-looking statements are inherently uncertain, and actual results may differ materially.

8. Intellectual Property

8.1 Ownership

The Platform and its content (excluding materials provided by Users or originators) are owned by Nestor or its licensors and are protected by intellectual property laws.

8.2 Licence

We grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform for its intended purposes, subject to these Terms.

8.3 Restrictions

You may not:

• Copy, modify, distribute, sell, lease, or create derivative works from the Platform or its content.
• Reverse engineer or attempt to extract source code from the Platform, except where permitted by law.
• Use any trademarks, logos, or branding displayed on the Platform without our express permission.

9. Limitation of Liability

To the maximum extent permitted by law:

9.1 Exclusion of damages

Nestor and its group companies, officers, directors, employees, and agents are not liable for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, business, goodwill, data, or opportunity.
• Losses arising from investment decisions, including complete loss of principal.
• Actions or omissions of originators, issuers, brokers, placement agents, or other third parties.
• Service interruptions, delays, errors, bugs, or security incidents affecting the Platform or third-party systems.

9.2 Liability cap

If we are found liable, our total aggregate liability to you for all claims arising out of or relating to the Platform and these Terms will not exceed the total fees (if any) paid by you to Nestor Exchange OÜ in the twelve (12) months preceding the first event giving rise to the claim.

9.3 Mandatory rights

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, such as liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

10. Indemnification

You agree to indemnify and hold harmless Nestor, its group companies, and their officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms.
• Your violation of any law or third-party right.
• Your misuse of the Platform or Confidential Materials.
• Your investment activities and dealings with originators, issuers, or intermediaries (except to the extent caused by Nestor's wilful misconduct or gross negligence).

11. Data Protection & Privacy

Your use of the Platform is subject to our Privacy Notice, which explains how we collect, use, and share personal data within the Nestor group and with our partners. By using the Platform, you acknowledge that you have read and understood the Privacy Notice.

12. Governing Law and Dispute Resolution

12.1 Governing law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Estonia, without regard to conflict of law rules.

12.2 Jurisdiction

Any disputes arising out of or in connection with these Terms or the Platform shall be subject to the exclusive jurisdiction of the courts of Tallinn, Estonia, without prejudice to any mandatory rights you may have under applicable consumer protection laws.

13. Changes to These Terms

We may modify these Terms from time to time, for example, to reflect changes in our services, business model, or legal requirements.

• We will update the "Last updated" date at the top.
• For material changes, we may provide additional notice (e.g., via email or a banner on the Platform).

Your continued use of the Platform after any changes become effective constitutes your acceptance of the updated Terms. If you do not agree, you must stop using the Platform.

14. Miscellaneous

14.1 Entire agreement

These Terms, together with the Privacy Notice and any NDA or other specific agreements you enter into, constitute the entire agreement between you and Nestor regarding the Platform.

14.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.3 No waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

14.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations within the Nestor group or in connection with a merger, acquisition, or corporate reorganisation.

15. Contact

If you have questions about these Terms or the Platform, please contact:

• Email: legal@nestor.exchange
• Registered office: Nestor Exchange OÜ, Pikk 15, 10123 Tallinn, Estonia