Terms of Service

We are Specter Labs OÜ, a private limited company registered in Estonia (registry code 14863992, registered address Ahtri st 12, 10151 Tallinn, email company@tryspecter.com) ("Specter", "we", "us" or "our"). We operate the website https://www.tryspecter.com and its subdomains (the "Website") and the web-based Specter data platform, including software, databases, interfaces, associated media, documentation, updates, new releases and other components or materials incorporated therein or integrated therewith (collectively, the "Platform").

Through the Platform, Specter provides private market intelligence and data analytics services, including access to databases of companies, individuals, investors and related signals, and associated tools and functionalities for search, filtering, exporting and analysis (the "Services"). The specific content, scope and description of the Services may vary from time to time. You can find information about the current content of the Platform and the Services on the Website.

By accessing or using the Website, or by signing up for a free trial of the Platform, you confirm that you have carefully read and understood these Terms of Service (the "Terms") and agree to be bound by them.

These Terms, our Privacy Policy and Privacy Rights Notice (each available on the Website), and any other documents referenced herein form together a legally binding agreement between Specter and the person or entity using the Website and/or free trial of the Platform (the "Customer", "you" or "your") (the "Agreement") which governs your use of the Website and your access to any free trial of the Services.

Paid subscriptions and any paid use of the Services are governed by a separate written subscription or data agreement between Specter and the Customer (the "Subscription Agreement"). In case of any conflict between these Terms and a Subscription Agreement, the Subscription Agreement shall prevail for the paid Services.

1. DEFINITIONS

In these Terms the following terms have the following meanings:

Any terms not defined above have the meaning given elsewhere in these Terms.

2. SCOPE OF TERMS

These Terms regulate:

• access to and use of the Website by any User; and
• access to and use of the Platform and Services by the Customer during any Free Trial.

These Terms do not regulate the commercial terms of any paid subscription, deliverables or service-level commitments, which are governed by the Subscription Agreement concluded separately in writing between Specter and the Customer.

If you access or use the Services under a Subscription Agreement, these Terms apply to the extent they regulate Website use and matters not explicitly covered by such Subscription Agreement.

By using the Website or signing up for a Free Trial, you confirm that:

• you have full legal capacity to enter into the Agreement; and
• if you are acting on behalf of a legal entity, you have been duly authorized to bind that entity and "Customer" shall refer to that entity.

3. ACCESS TO WEBSITE

You may browse the public parts of the Website without registering. Certain functionalities (such as sign-up forms or demo requests) may require you to submit basic contact information.

To access the Platform under a Free Trial, the Customer must register via the Website or other sign-up interface provided by Specter, create an account and accept these Terms. Specter may request the Customer to provide information including:

• legal entity name;
• business contact details;
• the names and business email addresses of prospective Authorized Users.

User accounts may be created via email/password or via supported identity providers (e.g. Outlook, Google/Gmail, or other providers integrated through our authentication partner). Specter utilizes third-party authentication and user management tools to manage access to the Platform.

The Services are intended solely for professional and business use (e.g. venture capital, private equity, investment banking, corporate development and similar professional users). By registering for a Free Trial, you confirm that you are acting in the course of your trade, business or profession and not as a consumer.

4. FREE TRIAL PERIOD

Unless otherwise agreed in writing, a Free Trial is granted for a period of seven (7) consecutive days from activation or such other period indicated on the Website or in the invitation. Specter may limit the number of Authorized Users, the volume of Specter Data that may be accessed or exported, and/or functionality available during the Free Trial.

Specter may, at its sole discretion, refuse, limit, extend or revoke a Free Trial and may limit Free Trials to one per Customer or per group of Affiliates.

The Free Trial is provided solely for you to evaluate the Platform and Services.

At the end of the Free Trial, your access to the Platform will automatically cease unless you enter into a Subscription Agreement. Specter is under no obligation to retain or return any Customer Content after the Free Trial, unless required by mandatory law.

5. USE OF WEBSITE, PLATFORM AND SERVICES

Subject to your full and continuous compliance with the Agreement, Specter grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to allow its Authorized Users to access and use the Platform and Services during the Free Trial solely for internal evaluation and testing of the Services in accordance with these Terms and any usage limitations communicated by Specter.

The Customer shall ensure that each Authorized User keeps their login credentials strictly confidential and uses a strong, unique password where applicable. The Customer is responsible for all actions taken under its account and shall notify Specter without undue delay upon becoming aware of any unauthorized access or security incident.

During the Free Trial, you may:

• view, search and filter Specter Data via the Platform;
• export limited datasets in .CSV format only to the extent explicitly enabled in your trial environment; and
• use such exported data solely for internal evaluation of the Platform.

You must not (and must ensure that your Authorized Users do not):

• use the Website, Platform or Services in any way that is unlawful, unethical, fraudulent, abusive or inconsistent with the Agreement;
• copy, download, scrape, harvest, bulk export or otherwise extract Specter Data beyond what is expressly allowed by the Platform interface for your account type;
• circumvent or attempt to circumvent any technical limitations, rate limits, seat limits, export caps or other access controls implemented by or on behalf of Specter;
• use bots, scrapers, crawlers or other automated means to access or index the Website, Platform or Databases, except as explicitly permitted in a Subscription Agreement or via an authorized API;
• reverse engineer, decompile, disassemble or otherwise seek to derive the source code, know-how or underlying structure of the Platform or any part of it, except to the extent permitted by mandatory applicable law.

The Customer is fully responsible for:

• ensuring that its use of Specter Data and any outreach to individuals or entities identified in the Databases complies with applicable laws (including data protection, e-privacy laws); and
• any decisions made or actions taken based on Specter Data.

Without prejudice to any other rights or remedies available to Specter, if the Customer or any Authorized User engages in Misuse of the Website, Platform, Services or Specter Data, including in particular any scraping, automated extraction, circumvention of technical restrictions, or other bad-faith or abusive use, the Customer pay Specter a contractual penalty ("leppetrahv") in the amount of EUR 35,000 (thirty-five thousand euros) per each instance of Misuse. The Parties agree that this contractual penalty constitutes a reasonable pre-estimate of the damage likely to be suffered by Specter, considering the difficulty of proving actual loss, the value of the Specter Data, and the harm caused to Specter's business, technology and legitimate interests. Payment of the contractual penalty does not relieve the Customer of its obligation to immediately cease the Misuse, nor does it limit Specter's right to seek compensation for damages exceeding the amount of the contractual penalty to the extent permitted by applicable law.

6. INTELLECTUAL PROPERTY AND CUSTOMER CONTENT

Specter and/or its licensors own all Intellectual Property Rights in and to:

• the Website, Platform and Services;
• the Databases and all Specter Data;
• all software, algorithms, models, interfaces, documentation, designs, graphics and other materials made available by Specter.

Except as expressly set out in these Terms or a Subscription Agreement, no rights or licenses in any Intellectual Property Rights of Specter are granted to the Customer or any User.

Specter Data is compiled from publicly available and other lawful sources and structured, enriched and organized by Specter. The Customer acknowledges that:

• Specter is the sole owner (or licensee) of all Intellectual Property Rights in Specter Data and the Databases, including database rights;
• the Customer's rights to access and use Specter Data are strictly limited to those granted under the Agreement.

The Customer retains ownership of any Customer Content submitted to the Platform. However, to the maximum extent permitted by applicable law, the Customer grants Specter a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license (with the right to sublicense) to use, reproduce, host, store, modify, adapt, translate, create derivative works from and otherwise exploit Customer Content for the purposes of providing, maintaining, improving and developing the Platform, Databases and Services; and generate aggregated or anonymized statistics and insights, provided that the Customer is not identifiable. The Customer undertakes not to exercise any moral rights in Customer Content in a manner that would prevent or unreasonably restrict Specter's lawful use of Customer Content under this Section.

If the Customer or any User provides Feedback (including ideas, suggestions, improvements or other input), the Customer agrees that Specter may freely use such Feedback for any purpose without restriction or obligation, and all Intellectual Property Rights in such Feedback shall automatically vest in Specter.

7. DATA PROTECTION AND PRIVACY

For Website visitors, Free Trial sign-up and account management, Specter acts as an independent data controller in relation to personal data it collects and processes. Details of such processing are described in our Privacy Policy available on the Website.

When the Customer accesses Specter Data and uses it for its own purposes (e.g. investment sourcing, research, outreach), the Customer acts as a separate and independent data controller with its own legal basis and obligations under applicable data protection laws. Specter and the Customer are not joint controllers.

The Customer must ensure that any processing of Specter Data by or on behalf of the Customer complies with applicable data protection and privacy laws.

Specter utilizes third-party providers for authentication, analytics and customer support (including, for example, sign-on/authentication tools, product analytics tools and communication/support tools). The use of such tools and related data transfers are further described in the Privacy Policy.

8. THIRD-PARTY SERVICES AND LINKS

The Website and/or Platform may contain links to third-party websites, services or resources that are not owned or controlled by Specter, as well as integrations with third-party tools and services.

Specter does not endorse, and is not responsible for, any third-party websites, services or content, or for their availability, accuracy or practices. Accessing third-party services is at your own risk and is subject to separate terms and privacy policies between you and such third parties.

9. FEES AND PAYMENT (FREE TRIAL)

Access to the Website is provided free of charge.

The Free Trial is provided free of charge for the duration specified in Section 4. Specter is not obliged to extend the Free Trial or to provide any refunds or credits in connection with the Free Trial.

Any fees, subscription charges, payment terms (including annual upfront billing, non-refundability and automatic renewal) are set out in the applicable Subscription Agreement and/or order form.

10. SERVICE AVAILABILITY AND DISCLAIMER

Specter aims to make the Website and Platform available; however, the Free Trial and Website access are provided without any commitment or guarantee of uptime, availability, response times or support levels. Any service-level commitments apply only where expressly agreed in a Subscription Agreement.

The Website, Free Trial, Platform, Services and Specter Data are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Specter:

• does not warrant that the Website, Platform or Services will be uninterrupted, error-free, secure or free from vulnerabilities;
• does not warrant that Specter Data is complete, accurate, up-to-date or free of errors; and
• disclaims all warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement and compatibility.

Specter does not provide investment, legal, tax, financial or other professional advice, and nothing on the Website or in the Services (including any Specter Data) should be construed as such advice or as a recommendation to buy, sell or hold any securities or to pursue any transaction. You are solely responsible for your investment and business decisions or investment or business advice you provide to any third parties. Specter acts only as a provider of data and tools and not as an investment firm, investment adviser, broker or similar regulated service provider.

Specter does not provide data retention or archival services. Customer Content, usage history, logs or other data stored in the Platform may be modified, overwritten or deleted during normal operations, updates or maintenance. Specter does not guarantee the preservation of any Customer Content or User data beyond what is required under Applicable Law. The Customer is solely responsible for retaining copies or backups of any data it wishes to preserve.

11. LIMITATION OF LIABILITY

Specter is not liable for any loss of profit, revenue, business, contracts, goodwill or data or for any indirect, incidental, special or consequential damages.

To the maximum extent permitted by applicable law, Specter's aggregate liability arising out of or in connection with the Website and/or Free Trial and any use or inability to use the Website, Platform or Services during the Free Trial shall in all cases be limited to EUR 1,000 (one thousand euros).

The limitations in this Section do not apply to liability which cannot be excluded or limited under mandatory applicable law, such as liability in the event of intent or gross negligence.

The Customer acknowledges that it:

• is solely responsible for any use it makes of Specter Data; and
• must obtain and rely on its own professional advice before making any investment or other decisions based on Specter Data.

12. TERMINATION

Specter may suspend or restrict access to the Website, Platform or Services (in whole or in part), including any Free Trial, without liability, if:

• Specter reasonably suspects Misuse, breach of the Agreement or security risks;
• required to do so by law or competent authority; or
• Specter performs maintenance, updates or modifications.

Specter may terminate a Free Trial at any time upon notice to the Customer, including with immediate effect in case of breach of the Agreement.

Upon the expiry or termination of the Free Trial:

• all rights of the Customer and Authorized Users to access or use the Platform and Services under these Terms shall cease;
• Specter may delete or anonymize Customer Content stored in the Platform, unless otherwise required by law or expressly agreed in writing.

13. CHANGES TO WEBSITE, SERVICES AND TERMS

Changes to Website and Services. Specter may at any time without prior notice:

• modify, update or discontinue any part of the Website, Platform or Services (including Databases, functionality and Free Trial conditions);
• introduce new features or limitations; or
• restrict or remove access to certain content or functionalities.

Specter may update these Terms from time to time. Material changes will be notified on the Website. The updated Terms will become effective on the date indicated in the notice.

If you do not agree with the updated Terms, you must stop using the Website and, if applicable, the Platform. Continued use of the Website or Platform after the effective date of updated Terms constitutes your acceptance of such updates.

14. GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement and any rights or claims arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by the substantive law of the Republic of Estonia, without giving effect to any conflict of law rules.

Any disputes arising out of or in connection with the Agreement, the Website, the Free Trial or the Services shall be subject to the exclusive jurisdiction of the Harju County Court in the Republic of Estonia.

15. NOTICES

Unless otherwise specified in the Agreement, any notices or communications under the Agreement must be in a form reproducible in writing.

Notices to Specter shall be sent by e-mail to legal@tryspecter.com (or such other address as Specter may publish on the Website from time to time).

Notices to the Customer may be sent:

• to the e-mail address associated with the Customer's account; or
• via in-Platform notifications or other electronic means made available by Specter.

A notice sent by e-mail shall be deemed received on the next Business Day following the day of transmission.

16. MISCELLANEOUS

Nothing in the Agreement is intended to create any partnership, joint venture or agency relationship between the parties.

The Customer may not assign, transfer or otherwise dispose of the Agreement, or any of its rights or obligations hereunder, without Specter's prior written consent.

Specter may assign or transfer the Agreement (in whole or in part) to third party in connection with a merger, acquisition, restructuring or sale of assets.

The Services are provided exclusively to business users. The Customer represents and warrants that it is not using the Website or Platform as a consumer.

The Customer represents that it is not subject to EU, U.S. or UN sanctions and will not use the Services in violation of applicable export control or sanctions laws.

If any provision of the Agreement is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

Any failure or delay by Specter in exercising any right or remedy shall not constitute a waiver of that right or remedy.