TERMS OF USE

1.1.    Pharmell Life Sciences SA ("Pharmell"), a Swiss company registered under number CHE- 372.956.399, with its head office at Avenue de Gratta-Paille 2, 1018 Lausanne, Switzerland, connects investors with life sciences research start-ups in early stages of development (each a “Start-Up”) through a digital platform available at www.pharmell.com (the "Website") and to other products and services proposed on the Website (collectively "Services"). The Website is available to the Start-Up and to investors interested in Start-Ups (each an “Investor”) (the Start-Up and the Investor, each a "User").
1.2.    By registering on the Website, Start-Ups and Investors (each a "Registered User") create an account ("Account") and get access to specific content and features.
1.3.    By accessing the Website and/or creating an Account, any Users agree to be subject to and comply with the present terms and conditions (the "Terms"). Users declare that they have read and understood the Terms and declare their consent with the Terms. Users who do not agree to abide by the Terms shall not use the Website.
1.4.    By accepting these Terms of Use, the User acknowledges and agrees that all rights and obligations set forth herein shall also apply to any of its shareholders, employees, officers, directors, as well as its affiliates, including but not limited to parent companies, subsidiaries, controlled entities, and, in the case of investment clubs or similar groups, to any members, partners, or participants acting individually or collectively in relation to opportunities presented on the Website. The User undertakes to ensure that such affiliates and related parties comply with these Terms as if they were original parties hereto.
1.5.    Where the Investor is an investment club or similar collective investment vehicle, or is acting on behalf of an investment club or similar collective investment vehicle, the Investor represents and warrants that it has authority to bind the club and its members to these Terms of Use. The Investor further agrees that all members of the investment club are subject to these Terms and that any investment made by such members in opportunities presented by Pharmell outside of the Website shall constitute a breach, subject to the applicable penalties (art. 2.4.5).
1.6.    Pharmell reserves the right to amend the Terms at any time. Registered Users may be notified of such amendments. Users, who do not agree to abide by the Terms after such amendment, shall cease their use of the Website and Services and cancel their Account, if any.
1.7.    These Terms are supplemented by the following terms and conditions: - The Website’s cookies policy which is available at www.pharmell.com/cookie-policy (the “Cookies Policy”); - Pharmell’s privacy policy which is available at www.pharmell.com/privacy-policy (the “Privacy Policy”); each of which may be amended from time to time and are incorporated herein by this reference. If these Terms conflict with any of the terms and conditions set out above, these Terms will take priority. 
1.8.    Pharmell and the Website are, at this stage, not supervised by the Swiss Financial Market Supervisory Authority ("FINMA"). Pharmell business in connection with the Website is not subject to financial markets regulation, in particular the Federal Act on Collective Investment Schemes ("CISA"). 

1.9.    Unless otherwise specified, Users shall not use Pharmell to market services, particularly investment advisory services, which might subject Pharmell or the Services provided by Pharmell in connection with the Website to FINMA supervision or to the scope of CISA.

1.10.    The Website and its content are not directed at, or intended for distribution to, any person or entity who is a citizen or resident of, or located or established in, any jurisdiction where in particular the use of the Website or direct investments in presented Start-Ups would be contrary to applicable law or regulation or would subject Pharmell to any registration and/or licensing requirements and/or to any supervision in such jurisdiction. USERS COVENANT THAT THEY ARE NOT SUBJECT TO LEGAL OR REGULATORY RESTRICTIONS WHICH MAY AFFECT THEIR ELIGIBILITY TO ACCESS AND USE THE SERVICES, CREATE AN ACCOUNT OR TO PARTICIPATE IN ANY TRANSACTION IN CONNECTION WITH THE SERVICES. PROFESSIONAL LEGAL ADVICE SHALL BE SOUGHT IN CASE OF ANY DOUBT. USERS ARE IN PARTICULAR SOLELY RESPONSIBLE FOR THE SWISS FEDERAL AND LOCAL TAX CONSEQUENCES, AS WELL AS ANY OTHER TAX CONSEQUENCES UNDER THE LAW OF ANY STATE OR RELEVANT LOCAL AUTHORITY AND SHALL SEEK PROFESSIONAL ADVICE IN CASE OF ANY DOUBT.

2.1. Users may choose to register on the Website either as a Start-Up or as an Investor. 

2.2. Any User who creates and/or uses an Account for a company or third-party individual represents and warrants that (a) they are the rightful representative of this company with signature right or is otherwise duly authorized to create such Account and (b) they are fully authorized to use such Account, in particular to publish information or raise a new investment request on behalf of such company or third-party individual. 

2.3. Start-Ups’ specific obligations: 

2.3.1. The Website contains a section where Start-Ups may create and administrate a public profile with general information respective to a Start-Up (“Company Profile”) accessible only to Registered Users. 

2.3.2. To the extent a Start-Up administrates the Company Profile, the Start-Up is solely responsible for such Company Profile. This includes any formal control, updating, amending and deleting of any information contained in the Company Profile, as well as verifying the content Pharmell will upload on the Company Profile at the request of the Start-Up. Start-Up commits to ensure that none of the information provided to Pharmell and contained in the Company Profile is false, inaccurate, or misleading. 

2.3.3. Start-Ups may submit investment proposals, such as financial and other data, an emission prospectus or any other content relating to their activity (the "Investment Proposal") to Pharmell. The submission of Investment Proposals by Start-Ups is subject to a separate agreement between Pharmell and the submitting Start-Up. 

2.3.4. Via their Accounts, Investors may access the complete Investment Proposals submitted by Start-Ups. 

2.3.5.

2.3.6. The Start-Up commits to paying the commission to Pharmell for all funds raised during the duration of the fundraising period as stipulated in the agreement with Pharmell. 

2.4. Investors’ specific obligations: 

2.4.1. The registration and the status of Investor, and investing via the Website are available only to natural persons and legal entities, who (which) (i) can be qualified as professional or institutional clients under the Federal Act on Financial Services (“FinSA”) ; or (ii) either (a) possess the necessary knowledge to understand the risks associated with the investments, either through training, education, and professional experience, or through comparable experience in the financial sector, and have assets of at least CHF 500,000; or (b) have assets of at least CHF 2 million. Each Investor should have sufficient knowledge of venture capital investment and funding; have a sound understanding of risks; and (for a natural person or a legal entity’s representative) are at least 18 years old or of legal age in their country of residence. It is the sole responsibility of each Investor to ensure that they meet these requirements and comply with all applicable laws and regulations. Pharmell may, in its sole discretion, refuse to offer access to any natural person or legal entity and change its eligibility criteria at any time. 

2.4.2. The Investors shall keep confidential any content and/or information of the Investment Proposals, unless otherwise agreed with the Start-Ups. 

2.4.3. Investors acknowledge that investments involve significant risks and the value of any investment may increase or decrease; a complete loss is possible. 

2.4.4. Pharmell conducts its own due diligence process, with the help of an independent advisor if deemed necessary, of the Investment Proposals and Start-Ups listed on the Website but recommends Investors to seek relevant and specific professional advice before making any investment decisions. 

2.4.5. Investors shall not bypass Pharmell when investing in a venture after they have become aware of a Start-Up through an Investment Proposal which is available on the Website or was communicated to Investors by Pharmell in a newsletter or in any other way. This obligation applies regardless of the contact details used during registration, meaning that an Investor who initially registers on the Website using professional contact details (such as a corporate email, office address, or company phone number) may not circumvent this obligation by using personal contact details or acting in an individual capacity. Should an Investor bypass Pharmell when making such investment, Pharmell shall be entitled to claim a 5% fee of the total amount invested by the Investor, payable by the Investor.. 

2.4.6. RISK WARNING: Investing in start-up and early-stage businesses is inherently risky, Investors on the Pharmell platform must be aware of the following critical factors: 

• Loss of Investment Start-ups and early-stage businesses have a high failure rate, which means that investing in these companies carries significant risk. There is a strong likelihood that investors could lose all or part of their investment. Investors should only invest funds they can afford to lose, and it is advisable to build a diversified portfolio across different companies and industries to mitigate risk. In the event of a business failure, neither the start-up company nor Pharmell is liable nor obligated to return your invested capital. 

• Illiquidity Any investment made through the Pharmell platform is highly illiquid. At this stage, there is no established secondary market for shares in the Start-Ups. As such, it is unlikely that investors will be able to sell their shares until the company goes public through an IPO or is acquired by another entity. Even for a successful company, an exit via listing or acquisition could take several years, meaning investors' capital could be tied up for a long time without the possibility of liquidation. 

• Rarity of Dividends Start-ups and early-stage companies rarely pay dividends. Typically, any profits are reinvested into the business to fuel growth and expand market share, rather than being distributed to shareholders. Consequently, even if a business performs well, Investors may not see a return on investment through dividends. 

• Dilution Risk Investment in start-ups exposes investors to the risk of dilution. Dilution occurs when a company raises additional capital by issuing new shares. If investors own shares in a company and new shares are issued to other investors, the percentage of ownership will decrease. Moreover, these new shares could be granted preferential rights, such as priority in dividend payments or proceeds in the event of a sale or liquidation, which could work to investors' disadvantage. Dilution may also arise through the issuance of stock options or warrants to employees or other stakeholders, further reducing your relative ownership. 

• Valuation Risk Determining the value of a start-up is highly speculative and subjective. At early stages, the start-up’s valuation may be based on optimistic projections rather than tangible revenue or profits. These valuations can fluctuate significantly and may be impacted by future funding rounds, which could result in a downward adjustment of investors' investment value.

3.1.    Pharmell may provide services that are not directly related to the Website, including business consulting services for Start-Ups. Such services are subject to separate agreements and the present Terms do not apply.

4.1. THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL ADVERTISEMENTS AND OTHER CONTENT, IS AT THE USER’S SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. 

4.2. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PHARMELL, AND ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS OR AFFILIATES (EACH A "PHARMELL PERSON"), WAIVE ALL LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER, ARISING FROM, OR IN CONNECTION WITH, THE ACCESS AND USE OF THE SERVICES, INCLUDING AUTHORIZED OR UNAUTHORIZED THIRD PARTY USE OF ACCOUNTS, OR ANY RELIANCE ON ANY OF THE CONTENT PROVIDED ON THE WEBSITE, IN PARTICULAR IN ANY INVESTMENT PROPOSAL AND/OR EMISSION PROSPECTUS OF START-UPS. 

4.3. PHARMELL USES REASONABLE EFFORTS TO OBTAIN INFORMATION FROM SOURCES RELATING TO USERS WHICH PHARMELL BELIEVES TO BE RELIABLE. HOWEVER, PHARMELL DOES NOT ENDORSE, SUPPORT, REPRESENT OR WARRANT FOR ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT, INFORMATION, OPINION OR FORECAST PROVIDED ON THE WEBSITE BY THE USERS. 

4.4. PHARMELL PROVIDES THE SERVICES AND ALL CONTENT THEREON FOR INFORMATION PURPOSES ONLY, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. PHARMELL DOES NOT SOLICIT ANY OFFER, OR ADVICE OR RECOMMEND TO BUY OR SELL INTEREST IN ANY COMPANY OR TO CONCLUDE ANY TRANSACTION OF ANY KIND WHATSOEVER. 

4.5. PHARMELL MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, AVAILABILITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. IN PARTICULAR, PHARMELL DOES NOT WARRANT FOR UNINTERRUPTED AND/OR ERROR-FREE AVAILABILITY AND/OR ACCESSIBILITY OF THE SERVICES, IN PARTICULAR THE WEBSITE, NOR FOR CONTINUOUS AVAILABILITY OF INFORMATION ONCE PROVIDED ON THE WEBSITE AT ALL TIMES. 

4.6. PHARMELL RESERVES THE RIGHT TO TEMPORARILY OR DEFINITIVELY, PARTIALLY OR COMPLETELY BLOCK OR CANCEL ANY ACCOUNT AT ANY TIME FOR ANY REASON WITHOUT NOTICE. PHARMELL EXCLUDES ALL LIABILITY FOR THE LOSS OF ANY CONTENTAND ANY OTHER LOSS, LOSS OF PROFIT OR ANY OTHER DAMAGE THAT MIGHT ARISE IN CONNECTION WITH THE BLOCKING OR CANCELLATION OF ANY ACCOUNT. 

4.7. THE SERVICES MAY INCLUDE ADVERTISEMENTS OR SIMILAR CONTENT, AND USERS HAVE NO CLAIM AGAINST PHARMELL FOR THE PLACEMENT OF ADVERTISING OR SIMILAR CONTENT NOTABLY ON THE WEBSITE OR IN CONNECTION WITH THE DISPLAY OF SUCH CONTENT. 

4.8. THE WEBSITE MAY CONTAIN LINKS TO OTHER WEBSITES. PHARMELL IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY OR OPINIONS ON SUCH WEBSITES AND SUCH WEBSITES ARE NOT INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS. 4.9. USERS ASSUME ALL RISK FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR PROPERTY OR LOSS OF DATA THAT RESULTS FROM THEIR USE OF THE SERVICES (INCLUDING WITHOUT LIMITATION DAMAGE CAUSED BY CHANGES TO THE SERVICES), INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

5.1.    USERS SHALL HOLD PHARMELL AND PHARMELL PERSONS HARMLESS AGAINST ANY DAMAGE ARISING FROM THEIR ACCESS AND USE OF THE SERVICES. IN PARTICULAR, USERS SHALL INDEMNIFY PHARMELL AND PHARMELL PERSONS FOR, AND HOLD PHARMELL AND PHARMELL PERSONS HARMLESS FROM, FROM ANY CLAIMS MADE OR BROUGHT BY A THIRD PARTY, INCLUDING WITHOUT LIMITATION LAWSUITS, ACTIONS, PROCEEDINGS, ARBITRATIONS, LIABILITIES, DAMAGES, FEES, PENALTIES, JUDGMENTS, SETTLEMENTS, EXPENSES OR DEMANDS, REASONABLE ATTORNEYS’ FEES, DUE TO, RELATING TO OR ARISING OUT OF THE CONTENT, PROPERTY OR ANY INFORMATION OR MATERIALS PROVIDED BY THE USERS OR ANY INFORMATION OR MATERIALS PROVIDED BY USERS OR ACCESS TO SERVICES BY THE USER AND USERS’ AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, LICENSORS, SUPPLIERS, CUSTOMERS, ALLIANCE MEMBERS, PARTNERS, EMPLOYERS, EMPLOYEES AND REPRESENTATIVES, THE USER’S VIOLATION OF THE TERMS, OR THE USER’S VIOLATION OF ANY RIGHTS OF ANOTHER, INCLUDING AUTHORIZED OR UNAUTHORIZED THIRD PARTY USE OF ACCOUNTS.

6.1. Pharmell owns the copyright and all intellectual property rights on content published on the Website by Pharmell or has acquired an appropriate license to publish such content on the Website. 

6.2. Users grant Pharmell a worldwide, nonexclusive, royalty free, perpetual license to use their trade-names and trade-marks in order to market the Website, in particular by referring to such Users' use of the Website and the Services. 

6.3. Pharmell allows its Users to share Website content for non-commercial purposes provided that such Users refer to the Website when sharing such content, to the exception that Registered Users shall not share or make publicly available any content of the Website that is reserved to Registered Users. 

6.4. Users shall not share any content (in particular if collected by spidering, crawling or otherwise processing the Website) provided on, from, to or through the Website and the Services for commercial purposes without Pharmell’s prior written consent. 

6.5. Users who think that the provision of any content on the Website infringes any copyright or other intellectual property right may at all times contact Pharmell at [email protected] and ask Pharmell to remove such content from the Website.

7.1.    If you have any questions or complaints about the Services, please contact us. You can write to us at [email protected].

8.1. The Terms are applicable to any User as long as such User continues to access and use the Services or maintains an Account, if any. 

8.2. Subject to article 8.3, Investors may terminate their relationship with Pharmell governed by these Terms by ceasing their access and use of the Services and cancelling their Account, if any. Start-Ups cannot cancel their Account without following the terms of their separate agreement with Pharmell. 

8.3. If a User ceases to use the Services and cancels his Account, if any, provisions of the Terms which are by their nature meant to survive, shall stay in effect, in particular provisions regarding bypassing (article 3.7), liability (article 4.) and indemnity (article 5.), the relevant articles of the Privacy Policy as set forth in the Privacy Policy, intellectual property (article 6.2.) as well as governing law and jurisdiction (article 9.).

9.1. The Terms shall be governed by Swiss law at the exclusion of any provisions of conflict of law rules that might lead to the application of other than Swiss law. 

9.2. Users irrevocably submit to the exclusive jurisdiction of the competent courts of Lausanne, Switzerland, for any conflict arising from or in connection with the use of the Services.

Version effective as of April 1st, 2025