Last updated: 14 April 2025

1. Applicability
1.1 These General Terms and Conditions (GTC) apply to the registration on our website epiphany.lu (the "Website") and to all services provided by Circle Securitization S.à r.l., Rue d’Arlon 68, L-8399 Windhof (Koerich), Luxembourg (hereinafter “Epiphany”) for the members of its investment platform.
1.2 Access to Epiphany’s services is restricted to qualified investors as defined under applicable Luxembourg and EU financial laws. During registration, Epiphany collects specific information to ensure that all members meet these criteria. We reserve the right to deny access to users who do not meet the qualification requirements.
1.3 In the event that any services provided by Epiphany are governed by additional agreements, those terms shall take precedence where they differ from these GTC.

2. Financial Market Legal Notice
2.1 None of the financial instruments mentioned on the Website are made available to persons residing in a country, state, or jurisdiction in which the offer, marketing, or distribution of these instruments would conflict with local law.

• In particular, none of the financial instruments are or will be registered under the U.S. Securities Act of 1933 and may not be offered in the United States or to U.S. persons.
  2.2 The information presented on the Website is for informational purposes only and constitutes advertising for financial instruments. It does not constitute investment advice, a solicitation, or a recommendation. Epiphany does not guarantee the completeness or accuracy of the information provided.

3. Services of Epiphany
3.1 Upon registration, members gain access to exclusive content, financial structures, and may be invited to private events and strategy briefings.
3.2 Epiphany acts as an intermediary and does not provide investment advice or financial services as defined by financial supervisory law. No duty of care is owed to members regarding any investments made.
3.3 Members are responsible for providing Epiphany with correct and up-to-date information to ensure their continued qualification as eligible participants.
3.4 Epiphany may rely on member-provided information and is not obliged to independently verify its accuracy.
3.5 If a member proceeds to invest in a financial instrument through Epiphany, the member authorizes Circle Securitization S.à r.l. to act as their direct representative and collection agent. A fee of 0.1% of the subscription amount is applied for this service and deducted from the payment made.

4. Confidentiality
4.1 All information exchanged between Epiphany and the member in relation to private content or financial structures is confidential. Members agree not to disclose such information to third parties without prior written permission.
4.2 Confidential Information includes, but is not limited to:

• Data marked as “confidential”

• Financial instrument details

• All non-public business information provided on the platform
  4.3 This confidentiality obligation does not apply to information that:

• Was already public

• Was already known to the member

• Was lawfully disclosed by a third party

• Was developed independently

• Is required to be disclosed by law
  4.4 If disclosure is legally required, the member must notify Epiphany in advance (at least 3 business days where possible).
  4.5 Confidential information may only be used for purposes directly related to evaluating Epiphany’s services or opportunities.
  4.6 Epiphany reserves the right to disclose information to third parties (e.g. in diligence processes) under confidentiality agreements.
  4.7 A breach of confidentiality obligations will result in a contractual penalty of €50,000 per breach and per month of continued violation.
  4.8 Payment of the penalty does not affect Epiphany’s right to claim additional damages.

5. Exclusivity and Penalty
5.1 Members agree to only invest in financial instruments featured on the Website through Epiphany’s platform and channels.
5.2 A member who circumvents Epiphany by investing directly with an issuer shall pay a contractual penalty of 30% of the invested amount, with a minimum of €50,000 per breach.

6. Compensation and Expenses
6.1 Any compensation or expense arrangements are outlined in the member area.
6.2 Members acknowledge that they waive any claims if fee details are unclear and they proceed regardless.

7. Limitation of Liability
7.1 Epiphany makes no warranties, express or implied, regarding the accuracy or completeness of information on the Website or in the member area.
7.2 Past performance is not indicative of future results. Capital invested may be lost.
7.3 Members must seek their own legal and financial advice before making investment decisions.
7.4 Epiphany does not provide legal, tax, or financial advice.
7.5 Epiphany and its partners disclaim any liability for damages resulting from reliance on the Website, including indirect or consequential loss.

8. Termination
8.1 Both Epiphany and the member may terminate the relationship at any time without cause.
8.2 Sections 4 (Confidentiality), 7 (Limitation of Liability), 9 (Miscellaneous), and 10 (Governing Law and Jurisdiction) remain valid after termination.

9. Miscellaneous Provisions
9.1 Communications may be sent by email, post, or other methods deemed appropriate. Responsibility for keeping contact information updated lies with the member.
9.2 All future and current legal and regulatory obligations relating to financial services, internet use, and compliance remain reserved and applicable.
9.3 Epiphany reserves the right to amend these GTC at any time. Changes will be communicated in advance. Continued use implies acceptance.
9.4 Epiphany may change, suspend, or terminate services or member access without notice, including for regulatory or technical reasons.
9.5 Should any clause be found invalid, the remainder of the agreement shall remain effective. Invalid clauses shall be replaced by valid ones closest in meaning.
9.6 Members may not transfer their rights or obligations under these GTC to third parties without prior written approval.

10. Applicable Law and Jurisdiction
10.1 The relationship between Epiphany and its members is governed exclusively by Luxembourg law.
10.2 The courts at the registered seat of Epiphany in Windhof (Koerich), Luxembourg shall have exclusive jurisdiction over all disputes arising from or in connection with this agreement.