SUBTRACX

Terms & Confidentiality Agreement

Effective October 4, 2026

1. 1. Who this agreement is between

   These terms are an agreement between Subtracx ("Subtracx," "we," "us") and the person requesting access to this portal, along with the firm or fund they name in their request ("you"). By checking the agreement box and submitting a request, you accept these terms. If you are acting for a firm or fund, you confirm that you are authorized to accept them on its behalf.

2. 2. Purpose

   We share materials through this portal only so that you can evaluate a possible investment in, or business relationship with, Subtracx (the "Purpose"). Requesting access does not oblige either side to enter into any transaction.

3. 3. What counts as Confidential Information

   "Confidential Information" means everything you see or receive through this portal or in related conversations with us, in any form. That includes the pitch deck and its videos, financial figures and projections, product plans and designs, technology, customer and partner details, fundraising terms, and the fact that Subtracx is raising capital or talking with you.

   Confidential Information does not include anything that you can show:

   • is or becomes public through no fault of yours;
   • you already lawfully knew before we shared it, without a duty of confidentiality;
   • you lawfully received from a third party who was free to share it; or
   • you developed independently without using our Confidential Information.

4. 4. Your obligations

   You agree that you will:

   • keep Confidential Information strictly confidential and use it only for the Purpose;
   • not share, forward, publish, or disclose it to anyone except your partners, employees, and professional advisers who need it for the Purpose and are bound by confidentiality duties at least as strict as these (you are responsible for any breach by them);
   • not download, screenshot, screen-record, photograph, copy, or otherwise reproduce the materials, except for notes made for the Purpose;
   • not share your login, and not let anyone else use your account;
   • not use the information to compete with Subtracx, or to reverse-engineer or replicate its product or business; and
   • protect it with at least reasonable care, and tell us promptly if you learn of any unauthorized use.

5. 5. Disclosures required by law

   If a law, regulation, or court order requires you to disclose Confidential Information, you may do so, but only to the extent required. Where the law allows, tell us first so we can seek a protective order or other remedy.

6. 6. Access, monitoring, and revocation

   Access is personal to you and granted at our sole discretion. We may decline, suspend, or revoke it at any time without notice. We log access to the portal, including when you sign in and view materials and how far you progress through the deck. By using the portal you consent to that logging.

7. 7. Ownership, no license, no warranty

   All Confidential Information remains the property of Subtracx. Nothing in these terms grants you any license or rights to our intellectual property. The materials are provided "as is" for discussion only. They may contain forward-looking statements and estimates, and we make no promise that they are complete or accurate. Any investment will be governed only by definitive written agreements signed by both sides.

8. 8. Not an offer of securities

   Nothing in this portal is an offer to sell, or a solicitation of an offer to buy, any securities. Any such offer will be made only through definitive documents and in compliance with applicable securities laws.

9. 9. Return or destruction

   If we ask, or if you decide not to pursue the Purpose, you will promptly delete or destroy any notes or other records containing Confidential Information. You may keep copies that are retained under routine backup systems or that law or regulation requires you to keep, and they remain subject to these terms.

10. 10. Duration

    Your obligations under these terms begin when you submit your access request and continue for three (3) years after your access ends. For trade secrets, they continue for as long as the information remains a trade secret under applicable law.

11. 11. Remedies

    You agree that unauthorized use or disclosure could cause Subtracx irreparable harm for which money damages would not be enough. In addition to any other remedies, Subtracx may seek injunctive relief to stop or prevent a breach, without having to post a bond where the law allows.

12. 12. General

    These terms are the entire agreement about the portal and the information shared through it. If any part is found unenforceable, the rest stays in effect. Our not enforcing a term is not a waiver of it. You may not assign these terms without our written consent. We may update these terms; the version in effect when you accepted them applies to information shared with you while you held access. These terms are governed by the laws of the state in which Subtracx is organized, without regard to its conflict-of-laws rules.

13. 13. Contact

    Questions about these terms, or a request for a countersigned copy, can go to admin@subtracx.com.