THE CRITICAL CAPITAL PARTNERS PLATFORM SERVICES

TERMS AND CONDITIONS & RISK WARNING 

PLEASE READ THESE TERMS CAREFULLY, AS THEY APPLY TO YOUR APPLICATION AND PARTICIPATION IN THE CRITICAL CAPITAL PARTNERS’ MEMBERSHIP SERVICES (AS DEFINED BELOW). BY OBTAINING YOUR MEMBERSHIP (AS DEFINED BELOW), YOU ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM.

https://critical-cap.com/ (the “Site”) is a website of Critical Capital Partners Srl.  established under the laws of Luxembourg (together, “Critical Capital Partners Srl. ”,  “we,” “us,” etc.).

We are organizing a series of services and activities under a membership structure such as but not limited to: Forums, Groups Discussion, Contest, startup showcase, business networking, student entrepreneurship education, mentor / investor hour, corporate innovation education and entrepreneurship workshop to support the career development and entrepreneurial aspirations of young people through the Critical Capital Partners Srl. ecosystem.

1. Definitions

Capitalised terms used in these Terms shall have the following meanings:

“Contestant”

means a business that has been accepted and registered by Critical Capital Partners Srl. for participation in Critical Capital Partners Srl. SERVICES organised under the membership in order to access to members services according your level of membership;

“Membership”

means the access to a series of services and activities according to the level of membership as defined in the site https://critical-cap.com/membership/ that are organised by Critical Capital Partners Srl.,

“Accredited Investors”

An accredited investor is an individual or a business entity that is allowed to trade securities that may not be registered with financial authorities. They are entitled to this privileged access by satisfying at least one requirement regarding their income, net worth, asset size, governance status, or professional experience.

The “Accredited Investor” standard is set by the SEC and defines who is able to invest in certain private securities offerings.

“Program”

means a series of Startup related events, visits, meetings and Pitch opportunities taking place during the year organized by Critical Capital Partners Srl. and his partners.

“IP Rights”

means any trademarks, service marks, logos, trade names, corporate names, Internet domain names, patents, registered designs, copyrights, design rights, database rights, rights in designs, inventions, semiconductor topography rights, know-how, trade secrets or any similar right exercisable anywhere in the world, and all applications or rights to apply for the same (where such applications can be made), whether presently existing or created in the future, and whether registered or not, and all benefits, privileges, or rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;

“Judges”

means the individuals selected by Critical Capital Partners Srl. and his affiliates to consider the business pitches presented by the Contestants, and who will determine which Contestants shall win the relevant Event in which they are judging;

“Site Content”

means any data, material or information, in any format whatsoever, including (without limitation) any marketing materials, adverts, promotional materials, posters, text, software, images, graphics, photos, videos, sound recordings, audio and video recordings, directories, databases or listings, that are in relation to the site  Service(s), activities and were created by or on behalf of Critical Capital Partners Srl., or which are made available on or through the Website;

“Membership services”

means a series of services and activities organized by Critical Capital Partners Srl. under a membership structure such as but not limited to: Forums, Groups Discussion, Contest, startup showcase, business networking, student entrepreneurship education, mentor / investor hour, corporate innovation education and entrepreneurship workshop to support the career development and entrepreneurial aspirations of young people through the Critical Capital Partners Srl. ecosystem.

“PICS”

means the personal information collection statement provided to you at the time you obtaint Your membership or any amended versions to which you subsequently consent;

“Third Party Materials”

means any materials, information and/or content (in any format whatsoever) provided, uploaded, transmitted, submitted or posted by or sourced from any third party;

“Website”

means the website to which the domain name Critical Capital Partners .com   resolves;

“You” or “Your”

means you, the person who is using the Website and/or register for the Critical Capital Partners MEMBERSHIP SERVICES;

“Your MEMBERSHIP”

means the membership form submitted by you via the Website, for taking part of the Critical Capital Partners  MEMBERSHIP SERVICES as a Member;

“Your Content”

has the meaning given in Clause 9.

2. The FUTURE OF CLIMATE TECH  Events

1. The Critical Capital Partners  MEMBERSHIP SERVICES are organized and hosted by Critical Capital Partners Srl. and affiliates. By registering to obtain Your membership and/or participating in the Critical Capital Partners  MEMBERSHIP SERVICES, you agree to be bound by and accept these Terms. If you do not agree to these Terms, then you must not register to obtain Your membership or participate in the Critical Capital Partners MEMBERSHIP SERVICES.
2. Critical Capital Partners Srl. shall specify the rules and procedures in relation to the Critical Capital Partners  MEMBERSHIP SERVICES and how they shall be conducted. The current rules and procedures can be found at https://critical-cap.com/membership/. Critical Capital Partners Srl. has the right to amend, modify and/or add to such rules and procedures at any time, in its sole discretion, with no liability to you. Any amendments shall be posted on the Website. Your continued participation in the Critical Capital Partners  MEMBERSHIP SERVICES and/or failure to withdraw Your membership after the amended rules and procedures are posted on the Website constitutes your acceptance of such amendments. If you do not agree to any amendments to the rules or procedures, your sole remedy is to withdraw Your membership and to cease participating in the Critical Capital Partners  MEMBERSHIP SERVICES pursuant to Clause 6.1.
3. You understand and agree that Critical Capital Partners Srl. does not provide any guarantees, undertakings or warranties in relation to your chances of succeeding with your company or project your are launching.
4. Critical Capital Partners Srl. shall have the absolute discretion to make any decisions in relation to the Critical Capital Partners  MEMBERSHIP SERVICES, and its decisions shall be final and binding.
5. You acknowledge and agree that Critical Capital Partners Srl., at its sole discretion, shall have the right to record the activities/ events taking part in the Critical Capital Partners Srl. MEMBERSHIP SERVICES (in any format), and broadcast, stream or transmit the activities/ events in whatsoever manner (including, without limitation, as a live-stream), as well as allow the public to attend, view, and/or watch any broadcast or recording of the activities/ events, either for free or in return for compensation. You shall not have any right to edit, object to, or request the takedown of, and shall not have any rights, title or interest in such recordings or broadcasts (in any format whatsoever), and all IP Rights in such recordings or broadcasts are owned by Critical Capital Partners Srl. as Critical Capital Partners  MEMBERSHIP SERVICES Content, pursuant to Clause 11. You shall not be entitled to any part of the compensation received by Critical Capital Partners Srl. from the public, or any distribution, broadcasting or licensing revenue received by Critical Capital Partners Srl.
6. All costs and expenses incurred by you in relation to Your membership and/or your participation in the Critical Capital Partners  MEMBERSHIP SERVICES shall be borne solely by you.

3. Registration

1. You understand and agree that not all membership registration for participation as a members in the Critical Capital Partners MEMBERSHIP SERVICES are accepted by Critical Capital Partners Srl. Critical Capital Partners Srl. retains its sole discretion in deciding whether to accept your membership.
2. You acknowledge and agree that you can only participate in the Critical Capital Partners  MEMBERSHIP SERVICES as a Member if:
   1. you register Your membership, and Your membership is accepted by Critical Capital Partners Srl. to participate in the Critical Capital Partners  MEMBERSHIP SERVICES ;
   2. you are a business that falls within the scope of one of the categories of the Tech industry as GreenTech, EduTech, HealthTech, FoodTech, FinTech;
   3. you are seeking to create positive #impact Fight Climate Change, Create a Cleaner & Healthier world, Improve human development via education and access to finance, and more
   4. You Use & Develop Scalable Tech solutions in the following fields: AI, Machine learning & Big Data, IoT, Blockchain, Security, AR & VR, Robotics, Alternative energy development & Storage, And more
   5. You Collaborate and  Give back to other members to succeed together on solving meaningful problems.
   6. you share, create, promote, and report content and opinions that respect all race, color, gender, age, origins, or purchase power, of other members and upcoming members. No exception will be allowed and will result in the irrevocable exclusion of the member.

1. If you wish to participate in the Critical Capital Partners  MEMBERSHIP SERVICES as a Member, then you must register Your membership via the relevant registration page on the Website, and any supporting documents requested by Critical Capital Partners Srl. from time to time.
2. Critical Capital Partners Srl. has the sole discretion to determine whether or not to accept or reject Your membership, for any reason whatsoever, with no liability to you.
3. You represent and warrant that all information and materials submitted by you in relation to Your membership and any supporting documents shall be complete, up-to-date, and accurate, and shall not infringe the rights of any third parties. Upon becoming aware that nay information or materials provided by you to Critical Capital Partners Srl. are no longer complete, up-to-date or accurate, you shall promptly notify Critical Capital Partners Srl. in writing at info@Climateinvestorsalliance.com

4. Cancellation By You

In the event of any cancellation by you or us, the Disclaimers and these Terms and Conditions, as applicable, will continue in full force and effect.

5. Event Program And Cancellation By Us

The Critical Capital Partners  MEMBERSHIP SERVICES are subject to change. We may change or cancel the Critical Capital Partners MEMBERSHIP SERVICES at any time and may deny, limit or cancel membership at any time. Without prejudice to the foregoing, we shall not be liable to you in any way for any loss, damages, costs or expenses suffered or incurred (directly or indirectly) by you in relation to the Critical Capital Partners  MEMBERSHIP SERVICES, or any changes to or cancellations of the Critical Capital Partners  MEMBERSHIP SERVICES (in whole or in part).

6. Code Of Conduct

You agree to behave in such a way as to create a safe, supportive environment while taking part of  Critical Capital Partners MEMBERSHIP SERVICES and any related activities or event(s). You agree not to engage in disruptive speech or behavior or otherwise interfere with the Event/activities or other individuals’ participation in the Critical Capital Partners MEMBERSHIP SERVICES. You will comply with all applicable laws and agree not to engage in any form of harassing, offensive, discriminatory or threatening speech or behavior, including relating to race, gender, sexual orientation, religion or disability. We require members engaging or threatening to engage in such behavior to be revoked accesses to the Critical Capital Partners  MEMBERSHIP SERVICES or related event/activities immediately. If you witness such behavior, please promptly contact our staff member so direct action can be taken.

Specifically, you agree that you shall:

1. not contravene or infringe any third party’s rights;
2. not engage in any activity that interferes with, disrupts or adversely affects the Critical Capital Partners  MEMBERSHIP SERVICES or other members’ participation in the Critical Capital Partners MEMBERSHIP SERVICES;
3. not engage in any harassing, disruptive, offensive, abusive, threatening, indecent, defamatory, obscene, dishonest, discriminatory, immoral or menacing behavior;
4. not make any statements, comments or issue any materials that are derogatory, defamatory or adverse to the reputation of any member of the Critical Capital Partners  MEMBERSHIP SERVICES  Committee or the Critical Capital Partners  MEMBERSHIP SERVICES;
5. comply at all times with any requirements or restrictions related to your access to the site and all rules and procedures issued by the Critical Capital Partners  MEMBERSHIP SERVICES Committee in relation to the Critical Capital Partners MEMBERSHIP SERVICES;
6. not copy, modify, reproduce, download, re-publish, sell, distribute or create derivative works from any Critical Capital Partners MEMBERSHIP SERVICES Content (in whole or in part);
7. not install, upload or transmit (or allow the installation, uploading or transmission of) any viruses or instructions, codes, techniques or devices capable of disrupting, disabling, damaging, shutting down, monitoring or gaining unauthorized access to the Website;
8. not take any action or allow any third party to take any action that would enable you, or any third party, to gain unauthorized access to, monitor or to tamper with or use any computer systems or networks of the Critical Capital Partners MEMBERSHIP SERVICES Committee or any third parties; and
9. use the Website and any Critical Capital Partners  MEMBERSHIP SERVICES Content only for purposes that are expressly permitted by these Terms.

7. Information About You

Your contact details and other information will be handled in accordance with the information handling practices described in the Privacy Policy. You consent to the collection, use and disclosure of the information you enter when registering for the Critical Capital Partners  MEMBERSHIP SERVICES by us and our affiliates in accordance with that Privacy Policy. If you opt in to receive promotional materials from us, we will use your contact information to send details and announcements to you related to the membership and communicate with you about any of our other offers, Events or Services. You can unsubscribe from promotional emails at any time by contacting us at info@Climateinvestorsalliance.com

8. License To Use Items

In consideration of the opportunity to participate in the Critical Capital Partners MEMBERSHIP SERVICES, you grant Critical Capital Partners Srl. a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable license to use, copy, reproduce, process, adapt, publish, create derivative works from, incorporate into any Critical Capital Partners MEMBERSHIP SERVICES Content, translate, transmit and disseminate the following (“Your Content”):

1. any data, material, information, trademarks, trade names or logos, provided, uploaded, submitted or presented by you (in any format whatsoever) to Critical Capital Partners Srl. or its service providers, or via the Website or any social media platform in relation to the Critical Capital Partners  MEMBERSHIP SERVICES, and or otherwise in connection with or during the Critical Capital Partners  MEMBERSHIP SERVICES activities and event(s); and
2. any photographs, images, videos, audio and/or sound recordings, that Critical Capital Partners Srl. or its service providers make, create, live stream, broadcast or record of you, your employees and/or representatives in connection with the Critical Capital Partners  MEMBERSHIP SERVICES,

in any form, media or technology whatsoever, for the purposes of administering, organizing, providing, hosting, fulfilling, promoting, marketing, advertising and/or showcasing the Critical Capital Partners  MEMBERSHIP SERVICES, and as otherwise permitted under these Terms.

You warrant and undertake that you have all the rights, power and authority necessary to grant the license described in this Clause. You agree that you are responsible for protecting and enforcing your own IP Rights and Critical Capital Partners Srl. have no obligation to do so on your behalf.

You agree that you waive, and have obtained all waivers from your employees and representatives of, any and all moral rights in Your Content.

Critical Capital Partners Srl. reserve the right (but shall have no obligation) to remove, pre-screen, review, flag, filter, modify or refuse any of Your Content, at its sole discretion.

9. Confidentiality

1. You understand and agree that Your Content is not confidential and may be disseminated and disclosed by Critical Capital Partners Srl. and its sub-licences pursuant to Clause 8.1, and may become known to the public (including, without limitation, when members of the public attend the Critical Capital Partners  MEMBERSHIP SERVICES Activities and Event(s) or view any promotional or marketing materials).
2. Critical Capital Partners Srl. shall not be responsible for and assumes no liability to you to maintain the confidentiality of any of Your Content. It is your obligation to ensure that no proprietary or confidential information or materials are provided to Critical Capital Partners Srl., as this will be subject to Clause 8.
3. For the avoidance of doubt, this Clause 9 is without prejudice to the PICS.

10. Fund’s IP Rights

1. You acknowledge and agree that as between you and Critical Capital Partners Srl. INC, all rights, title, interest and IP Rights in relation to the Critical Capital Partners  MEMBERSHIP SERVICES, the Critical Capital Partners  MEMBERSHIP SERVICES  Content and the Website are owned by Critical Capital Partners Srl. or its third party licensors.
2. You have no rights, title or interest in relation to the Critical Capital Partners  MEMBERSHIP SERVICES, the Website or the Critical Capital Partners  MEMBERSHIP SERVICES Content (excluding Your Content).
3. You shall not use any trade mark, service mark, trade name, logo or any other IP Rights of any member of Critical Capital Partners  Srl, and nothing in these Terms shall be construed as granting you any rights to such trade marks, service marks trade names, logos or IP Rights. You shall not use any trade mark, service mark, trade name, logo, image or content of any third party without that third party’s prior authorisation. You shall not use any trade mark, service mark, trade name, logo, image or content in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, logos, images or content.

11. Third Party Materials

1. You acknowledge and agree that Critical Capital Partners Srl. shall not be obligated to (but reserves the right at its sole discretion to) actively monitor or exercise any control whatsoever over any Third Party Materials. Critical Capital Partners Srl. does not endorse, verify or otherwise certify any Third Party Material, including any that may be incorporated in the Critical Capital Partners  MEMBERSHIP SERVICES Content.
2. The Website may include hyperlinks to other websites, content or resources, which are hosted, offered or provided by third parties unrelated to Critical Capital Partners Srl. You understand and agree that:
   1. Critical Capital Partners Srl. has no control over, does not monitor and does not endorse such third party websites, content, or resources; and
   2. Critical Capital Partners Srl. makes no guarantee or warranty, and is not responsible for any such external sites, content or resources (or any products, goods or services promoted, referred to or offered on such external sits or resources).

12.a. Assumption of Risk

You acknowledge and agree that your attendance and participation in the Critical Capital Partners MEMBERSHIP SERVICES is voluntary and at your sole risk, and Critical Capital Partners Srl. disclaims any and all liability in relation to your attendance and participation in the Critical Capital Partners  MEMBERSHIP SERVICES activities and Event(s) to the fullest extent permitted by applicable law.

12.b. Capital at Risks Disclaimer

13. Disclaimers

1. The Critical Capital Partners  MEMBERSHIP SERVICES Content are for your general reference only, and are not intended to amount to any advice on which you should rely.
2. YOUR PARTICIPATION IN Critical Capital Partners  MEMBERSHIP SERVICES AND YOUR USE OF Critical Capital Partners  MEMBERSHIP SERVICES CONTENT AND THE WEBSITE, ARE AT YOUR SOLE RISK AND SUCH IS PROVIDED “AS IS” AND “AS AVAILABLE”.
3. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Critical Capital Partners  MEMBERSHIP SERVICES  COMMITTEE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND IN RESPECT OF Critical Capital Partners  MEMBERSHIP SERVICES, THE WEBSITE AND ANY Critical Capital Partners  MEMBERSHIP SERVICES  CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, COMPLETENESS AND ACCURACY.
4. WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 13.3 ABOVE, Critical Capital Partners  MEMBERSHIP SERVICES COMMITTEE MAKES NO REPRESENTATIONS OR WARRANTIES:
   1. AS TO THE ACCURACY, QUALITY, COMPLETENESS, CURRENTNESS, ADEQUACY, RELIABILITY OR VALIDITY OF Critical Capital Partners MEMBERSHIP SERVICES CONTENT;
   2. THAT Critical Capital Partners  MEMBERSHIP SERVICES  CONTENT, THE WEBSITE, OR Critical Capital Partners MEMBERSHIP SERVICES WILL MEET YOUR REQUIREMENTS, OR ARE FREE OF DEFECT, ERROR, OMISSION OR VIRUS;
   3. THAT YOUR USE OF THE WEBSITE OR Critical Capital Partners  MEMBERSHIP SERVICES CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR
   4. THAT DEFECTS, DEFICIENCIES OR ERRORS IN THE WEBSITE, Critical Capital Partners  MEMBERSHIP SERVICES  CONTENT OR Critical Capital Partners MEMBERSHIP SERVICES WILL BE CORRECTED.

14. Liability

1. Nothing in these Terms, shall exclude or restrict any warranty or liability for death or personal injury caused by Critical Capital Partners Srl.’s negligence, for fraud or fraudulent misrepresentation or that may not be lawfully excluded or limited by applicable law. Only the limitations and/or exclusions that are lawful under the applicable law will apply, and Critical Capital Partners Srl.’s liability will be limited to the maximum extent permitted by the applicable law.
2. THE Critical Capital Partners  MEMBERSHIP SERVICES  COMMITTEE SHALL NOT BE LIABLE TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY LOSS, DAMAGES, COSTS OR EXPENSES WHATSOEVER (INCLUDING WHETHER GENERAL, SPECIAL, INDIRECT, DIRECT, NOMINAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL), INCLUDING LOSS OF PROFIT; LOSS OF REVENUE; LOSS OF TIME; LOSS OF ANTICIPATED SAVINGS; LOSS OF OPPORTUNITY; LOSS OR CORRUPTION OF DATA; LOSS OF USE; LOSS OF BUSINESS; WASTED EXPENDITURE; LOSS OF OR DAMAGE TO PHYSICAL PROPERTY; BUSINESS INTERRUPTION; LOSS OF OR DAMAGE TO GOODWILL, WHICH MAY ARISE IN RELATION TO THESE TERMS, Critical Capital Partners MEMBERSHIP SERVICES, THE WEBSITE, Critical Capital Partners  MEMBERSHIP SERVICES  CONTENT OR THE PREMISES, WHETHER OR NOT Critical Capital Partners  MEMBERSHIP SERVICES  COMMITTEE WERE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS.
3. WITHOUT PREJUDICE TO CLAUSE 13 OR THE GENERALITY OF CLAUSE 14.2, THE FUTURE OF FINTECH  COMMITTEE SHALL NOT:
   1. BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES SUFFERED BY YOU (HOWEVER ARISING, INCLUDING (WITHOUT LIMITATION) AS A RESULT OF NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, Critical Capital Partners  MEMBERSHIP SERVICES, THE WEBSITE, Critical Capital Partners  MEMBERSHIP SERVICES CONTENT OR THE PREMISES; OR
   2. BE LIABLE FOR ANY CHANGES OR AMENDMENTS TO OR CANCELLATION OF Critical Capital Partners  MEMBERSHIP SERVICES (IN WHOLE OR IN PART)
4. WITHOUT PREJUDICE TO CLAUSE 14.2 AND CLAUSE 14.3, SOLELY TO THE EXTENT THAT ANY COURT OF COMPETENT JURISDICTION ISSUES A DECISION THAT CLAUSE 14.2 AND CLAUSE 14.3 ARE INVALID OR UNENFORCEABLE, THEN Critical Capital Partners  MEMBERSHIP SERVICES  COMMITTEE’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, Critical Capital Partners  MEMBERSHIP SERVICES, THE WEBSITE OR Critical Capital Partners  MEMBERSHIP SERVICES  CONTENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED Eur. 100.

16. Governing Law

These Terms (including its interpretation and any disputes relating to it) shall be governed by the laws of Luxembourg and are subject to the non-exclusive jurisdiction of the courts of Luxembourg.

17. Severability

If any of these Terms are held invalid, illegal or unenforceable by any court or tribunal of competent jurisdiction, it will be severed and the remaining terms will continue in full force and effect as if these Terms had been made without the invalid, illegal or unenforceable terms.

18. Entire Agreement

These Terms contain the entire agreement between you and Critical Capital Partners Srl. in respect of its subject matter.

19. Waiver

A failure or delay by Critical Capital Partners Srl. to exercise any right or to act upon a breach under these Terms will not be a waiver of that right or breach. Any waiver by Critical Capital Partners Srl. of any of its rights or of a breach of these Terms must be in writing, and such waiver is limited to the particular right or breach stated therein.

20. Assignment

You may not transfer any of your rights or obligations under these Terms without the prior written consent of Critical Capital Partners Srl.. Critical Capital Partners Srl. may transfer its rights or obligations to any third party without your consent.

21. Assumption Of Risk

You acknowledge and agree that your attendance and participation in the Critical Capital Partners MEMBERSHIP SERVICES is voluntary. You agree to assume the risks associated with attending and participating in the Critical Capital Partners  MEMBERSHIP SERVICES activities and  Event(s) to the fullest extent permitted under applicable law.

22. IMPORTANT INFORMATIONS

Investing in private markets, venture funds and early stage companies involves risks, including illiquidity, lack of dividends, loss of investment and dilution. This communication is intended for accredited experienced investors, with sufficient experience and knowledge to understand the processes and risks involved. If you feel that you are not in a position to assess your expertise, please refrain from proceeding.

This website (the “CLIMATE INVESTORS ALLIANCE Platform” or “Platform”) is operated by CLIMATE INVESTORS ALLIANCE Srl. Please note that the investment schemes mentioned are not subject to the supervision of the SEC, European Regulators or the FINMA, may not be distributed to non-qualified investors, and that investors, therefore do not benefit from the protection offered to retail investors. In no case shall CLIMATE INVESTORS ALLIANCE Srl. , its related entities and partners be responsible for any damages, direct or indirect, in any way whatsoever, including damages related to investment. The content of this website does not constitute an offer to enter into any transaction and is intended for general information purposes only. This is not an offer, solicitation of an offer, or advice to buy or sell securities in any jurisdiction where the CLIMATE INVESTORS ALLIANCE Srl. and its related entities & partners are not registered. The information contained on this Platform should not be considered by users as an alternative for the exercise of their own judgement, a careful analysis is necessary, and it is recommended to potential users, before making any decision, to always consult a qualified professional advisor to obtain appropriate advice, in particular financial, legal, accounting or tax.

22. Changes To These Terms

We may revise these from time to time to reflect changes in our Services or Events, in accordance with customer feedback or for any other purposes. We encourage you to review these Terms periodically to be informed of any latest changes. Where we consider any changes to these Terms reasonably material, we will notify you prior to such changes becoming effective (via email or any other means). You agree that by participating in the Event, without or without notice from us, you consent to the changes to these Terms.

23. English Version Prevails

In the event of any discrepancy between the English version and the Chinese version of these Terms, the English version shall prevail.

24. Contact Us

You may write to us at CONTACT@CRITICAL-CAP.com for any privacy concerns and requests relating to these Terms, Disclaimers, the Privacy Policy, or our Site and Services.

Last updated: NOVEMBER 5TH 2025

RISK DISCLAIMER

• Capital at risk. Investments in unlisted companies, SPVs and alternative funds are high risk. You may lose all invested capital and any income is not guaranteed.
• Illiquidity. There is no active secondary market; exits are uncertain and may take years.
• Dilution. Future financings, options and other instruments may dilute your holdings.
• Diversification. Unlisted investments should be a small part of a diversified portfolio.
• Dependence on management. Outcomes depend on the execution capabilities of management and external market conditions.
• Past performance. Past performance is not a reliable indicator of future results.
• Forecasts. Projections are inherently uncertain and may not be achieved.
• No advice. CCP does not provide investment, legal or tax advice. Seek independent professional advice.
• Eligibility. Opportunities are intended only for professional clients, well-informed investors or eligible counterparties, where lawful.
• Documents control. Only rely on final, executed offering documents for any investment decision.

TERMS & CONDITIONS (WEBSITE TERMS OF USE)

1. About us
   Critical Capital Partners — acting through Critical Capital Partners S.à r.l., a société à responsabilité limitée incorporated in Luxembourg, registered office: 2, rue Ste-Zithe, L-2763 Luxembourg (“CCP”, “we”, “us”). Contact: CONTACT@critical-cap.com

2. Acceptance of terms
   By accessing or using this website, portal or investor area (the “Site”), you agree to these Terms of Use (“Terms”). If you do not agree, do not use the Site.

3. No offer, no advice; professional investors only
   3.1 The Site is for information only. It does not constitute an offer to sell or a solicitation to buy any security, fund interest, SPV interest or other financial instrument in any jurisdiction.
   3.2 Nothing on the Site constitutes investment, legal, tax, accounting or other advice. Seek independent professional advice.
   3.3 Materials relate (where relevant) only to strategies intended for professional clients, well-informed investors or eligible counterparties within the meaning of MiFID II/AIFMD and applicable Luxembourg law. Retail investors should not rely on any content here.
   3.4 Any offering, if made, will be made only via definitive documentation (private placement memorandum, LPA, subscription documents, SPV terms) and only where permitted.

4. Regulatory status; marketing restrictions
   4.1 Interests referenced on the Site may be managed or advised by entities regulated in Luxembourg or other jurisdictions. Availability is subject to AIFMD passporting, national private placement regimes and local rules.
   4.2 We do not conduct regulated marketing in jurisdictions where we lack permissions. Access may be geo-restricted.
   4.3 You are responsible for ensuring lawful access in your jurisdiction.

5. Platform access and registration
   5.1 Account security. If you register, keep credentials confidential; you are responsible for activity under your account. Notify us immediately of any suspected compromise.
   5.2 Eligibility. By registering, you confirm you act on behalf of, or are yourself, a professional client/well-informed investor or equivalent, and that information you submit is accurate and kept up to date.
   5.3 KYC/AML. Access to deal materials may require identity verification, KYC/AML checks and acceptance of additional terms with our AIFM, administrators, distributors or KYC providers.

6. Services and content
   6.1 Curation only. CCP may present investment opportunities; approval or posting does not constitute a recommendation or due-diligence endorsement.
   6.2 Third-party materials. Some information is provided by issuers or managers. While we seek “fair, clear and not misleading” presentation, we do not audit third-party data and disclaim liability for errors except in cases of fraud or willful misconduct by us.

7. Acceptable use
   You agree not to: (a) use the Site unlawfully; (b) introduce malware or attempt to probe, scan or test security; (c) scrape or data-mine without consent; (d) copy or reverse-engineer Site code; (e) upload defamatory, infringing, offensive or illegal content; (f) bypass access controls or share non-public materials without authorization.

8. Intellectual property
   All Site content (text, data, designs, logos, images, code) is owned by CCP or licensors. You may view and download solely for your internal evaluation as a professional/well-informed investor. Any other use requires prior written consent.

9. Confidentiality of data rooms and materials
   Non-public documents (teasers, data rooms, term sheets) are confidential. Do not share, reproduce or use them for any purpose other than evaluating the opportunity, and comply with any NDA or data-room terms.

10. Third-party links and tools
    The Site may link to third-party sites or tools. We are not responsible for their content, security or availability.

11. Disclaimers
    11.1 The Site is provided “as is” and “as available”. We do not warrant that it will be error-free or uninterrupted.
    11.2 We do not warrant future performance of any opportunity; values can go down as well as up; you may lose all invested capital; investments are illiquid and long-term.

12. Limitation of liability
    12.1 To the maximum extent permitted by law, CCP is not liable for indirect, consequential or punitive damages arising from your use of the Site.
    12.2 Nothing excludes liability for fraud, willful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded under Luxembourg law.

13. Changes to the Site or Terms
    We may update the Site or these Terms at any time. Continued use after posting constitutes acceptance of the updated Terms.

14. Suspension/termination
    We may suspend or terminate access for suspected breach, fraud, AML/CTF concerns, regulatory risk or misuse.

15. Complaints
    You can contact us at CONTACT@critical-cap.com Without prejudice to any rights you may have, financial services complaints may be eligible for out-of-court resolution with the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg.

16. Governing law and jurisdiction
    These Terms are governed by Luxembourg law. Courts of Luxembourg City have exclusive jurisdiction.

17. Contact
    CONTACT@critical-cap.com