TERMS AND CONDITIONS OF USE OF THE HURST PLATFORM

These Terms and Conditions of Use govern access to and use of the Website (https://hurst.capital and https://crowdfunding.hurst.capital) and/or the App ("Platform"), establishing the rules and guidelines for HURST users and/or investors.

HURST reserves the right to modify these Terms and Conditions of Use at any time, without prior notice. Such modifications shall take immediate effect upon publication on the Website and/or Application.

1. Acceptance

1.1. Accordingly, as a user and/or investor, by utilizing the Platform, you acknowledge that you have reviewed and freely and voluntarily assented to the terms of use.

1.2. Please be advised that your access to our Platform is contingent upon your agreement with these Terms and Conditions of Use and our Privacy Policy.

1.3. Any forbearance by HURST regarding the breach of any obligation stipulated in these Terms and Conditions of Use and the Privacy Policy by clients and users shall not constitute a waiver of the right to demand compliance with such obligation, nor an amendment to any term or condition contained herein.

2. About Us

2.1. We are an investment platform for real assets and tokens (“Cryptoassets,” and, together with real assets, “Assets”), which aims to provide users and customers of the Platform with access to alternative investments, offered in the form of “Transactions, so that partners, originators, and investors can connect through our proprietary technology. The Assets subject to each Transaction are linked to your account, which—through public and private keys—allows you to store, send, receive, and view the Assets linked to it; these Assets can be viewed through the Platform. HURST does not act as a financial institution, wealth manager, asset manager, and/or securities broker.

2.2. Currently, HURST's Transactions are conducted through two (2) entities, which possess distinct yet complementary objectives, namely ("HURST"):

(a) HURST CAPITAL S.A., an entity established with the mission to democratize access to alternative assets via an investment platform, which were previously exclusive to high-net-worth individuals. It is, therefore, the proprietor of all systems, source codes, platforms, licenses, and intellectual property pertaining to the HURST Platform, and also engages in the dissemination of content, articles, and news related to the investment market ("HURST CAPITAL");

(b) HURST SERVIÇOS DE INVESTIMENTO COLETIVO E SECURITIZAÇÃO S.A., an electronic participatory investment platform, operating pursuant to CVM Resolution No. 88 of April 27, 2022 ("CVM Resolution 88/2022"). Through this platform, securities offerings by small and medium-sized enterprises (SMEs) are intermediated, and offerings related to securitization and receivables certificates are distributed, utilizing our proprietary technology, in accordance with Circular Letters No. 4/2023/CVM/SSE and No. 6/2023-CVM/SSE 6 ("HURST CROWDFUNDING").

2.3. By using the HURST Platform, you expressly acknowledge that:

(a) HURST CAPITAL and/or HURST CROWDFUNDING are not liable for any financial decisions you may make through the Platform. You shall bear sole responsibility for such decisions.

(b) HURST CAPITAL and/or HURST CROWDFUNDING are not accountable for the fees, quotations, deadlines, and other terms pertaining to the services and products listed on the Platform.

3. User and Investor Access

3.1. Access to the Platform may be facilitated via its Website and Application.

3.2. HURST will exert its utmost efforts to ensure the highest possible availability of the Platform via the Website or Application, operating 24 (twenty-four) hours a day, 7 (seven) days a week. However, HURST is not liable for any unavailability of the Platform, for any period or duration.

3.3. Nevertheless, navigation on the platform or any of its pages may be interrupted, limited, or suspended for updates, modifications, or any actions necessary for its proper functioning, without prior notice, or due to reasons beyond HURST's control, including fortuitous events or force majeure.

4. Registration

4.1. Access to the Platform's functionalities will necessitate prior registration, accomplished by completing a form available under the 'Open your account' option. You must provide your complete data, and it shall be your sole responsibility to maintain this information updated. Furthermore, you attest to the veracity of the personal data provided.

4.2. It will be requisite that you accept these Terms and Conditions of Use and our Privacy Policy, under penalty of non-continuation of your registration.

4.3. HURST does not accept registrations from individuals under 18 (eighteen) years of age, unless they are emancipated individuals over 16 (sixteen) years of age, either by parental consent or judicial decision, and in other cases specified in Article 5, sole paragraph, of the Civil Code.

4.4. HURST will exert its utmost efforts to maintain the Platform's content updated and complete, free from any defects or viruses.

4.5. HURST may modify the Platform's content at any time, without prior notice.

4.6. You may only maintain one registration corresponding to a single account on our Platform, whether via the Application or Website, which must be linked to a bank account held in your name.

4.7. Transfers to the Investor from the balance held in their position on the Platform are executed exclusively to an external bank account held by the Investor (same CPF/CNPJ), which has been previously registered and validated—and, due to the system’s technical configuration, any transfer to a third-party account is prohibited.

4.8. HURST may, at any time and at its sole discretion, deny registration or suspend, block, or deactivate your registration without prior notice, and without incurring any penalty or charge, in the event of, whether concurrently or not: (i) falsity, inaccuracy, outdatedness, or incompleteness of the information and documents provided by you; (ii) total or partial violation of any provisions of these Terms and Conditions of Use, or any other guideline published by HURST, as well as applicable legislation and other regulations; (iii) inability to verify your identity and/or detection of indications of identity fraud; (iv) the adoption of any conduct by you that, at HURST's sole discretion, is incompatible with the Platform's objectives; and (v) a request made by a competent authority.

4.9. Upon cancellation of your registration, HURST will convert your Asset balance into fiat currency and transfer it to the bank account listed in your registration. Provided that, in the event of suspected fraud or any other illicit activity, HURST may, in addition to resorting to applicable legal measures, withhold any funds or assets stored in your account or otherwise delivered to HURST, until the conclusion of the respective investigations.

4.10. Upon completion of your registration, access to the Platform account will be granted via the login credentials and password created by you.

5. Civil mandate

5.1. By accepting these Terms and Conditions of Use, the Investor grants HURST CAPITAL, acting as an agent, an express civil mandate, pursuant to Articles 653 et seq. of the Civil Code—in particular Article 668, which establishes the agent’s duty to render accounts—with specific powers to, on behalf of the Investor: (a) receive and hold, in an operating bank account held by HURST CAPITAL, the funds deposited by the Investor for the sole purpose of participating in Transactions distributed on the Platform; (b) maintain individualized records of the Investor’s position, by Transaction, in its own auditable system; (c) perform the necessary actions to subscribe to or acquire the Transactions selected by the Investor; (d) transfer, in accordance with the terms of each Transaction, the corresponding funds to the issuer, the originator, or the vehicle provided for in the respective structure; (e) receive, on behalf of the Investor, distributions, returns, and other amounts due in connection with the Transactions; and (f) execute, upon the Investor’s exclusive instruction via the Platform, transfers of funds in favor of the Investor, exclusively to an external bank account held by the same account holder (same CPF/CNPJ). The Investor remains, at all times, the legitimate beneficial owner of the funds deposited under this mandate, until they are allocated to the selected Transaction or, in the event that the offering’s target amount is not reached (Modality A), until their respective return. All actions already taken by HURST CAPITAL as a result of the relationship arising from the acceptance of a previous version of these Terms and Conditions of Use are hereby ratified for all purposes.

6. User and/or Investor Responsibility

6.1. You agree to keep your data confidential, in accordance with the guidelines set forth in our Privacy Policy, and to take all necessary precautions to protect your smartphone, tablet, and computer using antivirus software.

6.2. In addition, you must take all necessary precautions when accessing your account on third-party devices or public networks, including, but not limited to, using strong passwords and not sharing data with third parties.

6.3. Passwords are personal, confidential, and non-transferable, and you are solely responsible for promptly notifying the platform in the event of a leak or misuse of your password.

6.4. You are responsible for all information and activities carried out on the Platform by any person using your email address and password, whether or not authorized by you.

6.5. Any security breach, loss, theft, or unauthorized use of a username, password, or security information must be reported to us immediately.

7. Content

7.1. The user and/or investor agrees to use this Platform in good faith, without using, uploading, or transmitting any material:

(a) Violent or threatening, defamatory, obscene, offensive, pornographic, abusive, likely to incite any form of racial hatred, discriminatory, or in violation of third-party privacy.

(b) Lacking necessary authorizations, licenses, and/or approvals.

(c) Constituting or inciting conduct that may be considered criminal or civil offenses, or that is otherwise merely illegal, technically harmful, including, but not limited to, computer viruses, macros, "Trojan horses," worms, malicious components, corrupted data, and other malicious computer programs or data designed to interfere with, interrupt, or disrupt the normal operations of an electronic device.

7.2. You must ensure that your use of the Platform and the services does not adversely affect their stability and availability. If this occurs, you may be held liable for any damages that you are proven to have caused, in accordance with applicable law.

8. How Our Services Work

8.1. HURST CAPITAL does not act as a financial institution, payment institution, or independent payment service provider. The functions performed by HURST CAPITAL with respect to the Investor’s funds arise exclusively from the civil mandate granted pursuant to the “Civil Mandate” section, without prejudice to the regulated activities carried out by HURST SERVIÇOS DE INVESTIMENTO COLETIVO E SECURITIZAÇÃO S.A. under CVM Resolution No. 88, dated April 27, 2022, and Law No. 14,430, dated August 3, 2022.

8.2. HURST CAPITAL manages, on the Platform and under the civil mandate granted by the Investor, the transfer of the Investor’s funds for the sole purpose of participating in the available Transactions, with individualized record-keeping by Investor and by Transaction. There is no independent provision of payment, custody, or asset management services to third parties: the transactions executed by HURST CAPITAL are acts arising from the mandate granted by the Investor, subject to an obligation to render accounts (Civil Code, Art. 668).

8.3. You must not attempt to use your account on the Platform to receive or send funds that are not intended for use in Transactions. Any attempt to improperly send, receive, or store funds may result in the complete, permanent, and irreversible loss of such funds, and HURST is hereby exempt from any liability in connection with such acts and any losses arising from such situations.

8.4. HURST does not own or control the protocols and networks that govern the assets supported by the Platform, including, without limitation, blockchains on which Transactions are recorded.

8.5. You acknowledge that HURST (i) does not provide investment advice or recommendations, and you represent that you understand and accept the risks inherent in and associated with activities and Transactions involving blockchains, including the possibility of changes to the protocols and networks that govern them as compared to their current operation, as well as the risks associated with the financial results (gains or losses) arising from such Transactions; nor does it (ii) set the price at which Assets are traded; such pricing is determined by market forces, based on the supply and demand for the respective Asset.

9. Operations

(A) General Guidelines

9.1. To participate in any Trade structured and/or distributed by HURST, you must have an active account with HURST, provided that you have accepted these Terms and Conditions of Use and our Privacy Policy, and that your account has been approved after you have completed the form

9.2. To participate in any Transaction, you must also have a sufficient balance in Brazilian reais in your account, or the equivalent in cryptoassets, depending on the transaction to be carried out, always subject to the minimum amount stipulated for each Transaction and any other applicable fees.

9.3. In order for the balance to be reflected in the Investor’s account on the Platform, the Investor must make a deposit via PIX from an account in their own name to the operational bank account held by HURST CAPITAL — held at Banco BS2 (218), Branch 0001, Checking Account 978359-8, or at Banco Safra (422), Branch 0126, Checking Account 585233-0, as applicable. The operational account serves as an instrument for the civil mandate granted by the Investor under these Terms and Conditions of Use, with records maintained separately for each Investor and each Transaction.

9.4. You acknowledge that each Transaction published on the HURST Platform constitutes a firm investment offer and, once the contract is signed, cannot be rescinded under any circumstances.

9.5. Upon signing the contract, you acknowledge that the amount of the Transaction will be deducted from your account balance and invested in the selected Asset.

9.6. Up to 5 (five) days from the confirmation of the investment—that is, from the date of payment confirmation—the user may withdraw from the investment without incurring any charges. If this occurs, the full amount deposited by the user will be refunded, without interest or inflation adjustment. Once this period has elapsed, the investment commitment shall be deemed irrevocable and irreversible for all legal purposes.

(B) CROWDFUNDING

9.7. It is important to note that no public offering of securities will be conducted on the HURST CAPITAL platform. When choosing to invest or learn more about such an investment opportunity, the user will be directed to the specific platform related to the asset in question (https://crowdfunding.hurst.capital), where, depending on the chosen investment, additional registration may be required, in addition to completing the other forms required by Brazilian law and regulations.

9.8. Users, please be sure to carefully read the essential information on the crowdfunding offer page before confirming your investment.

9.9. To make investments through HURST CROWDFUNDING, the user (individual) must have: i) a valid CPF/ME number; ii) an address in Brazil; and iii) a complete profile and verified identity in the Platform’s login system.

9.10. The user must also select their investor profile during the investment process for HURST CROWDFUNDING Transactions, in addition to accepting the Risk Disclosure Statement and declaring compliance with the investment limits by investor type, as defined in CVM Resolution 88/2022. The accuracy of these statements is the sole responsibility of the user, who is responsible for updating the total value of their investments made during the calendar year across all combined participatory investment platforms, ensuring that the total does not exceed the limits established in CVM Resolution 88/2022 and that this control can be enforced.

9.11. Once the user has confirmed their interest in investing, they must complete their registration if they have not already done so, and specify the amount they would like to invest. The user is responsible for the accuracy of the information entered on the Platform.

9.12. The investment will only be confirmed after HURST CROWDFUNDING receives confirmation that the transfer of funds has been successfully completed—that is, reconciled with the contracted third-party financial institution.

9.13. HURST CROWDFUNDING provides an online forum for users related to each successful Offering (“Chat”). The Chat is a platform for investors in the same offering to connect with one another, in compliance with the regulatory requirements of CVM Resolution 88/2022. It aims to ensure privacy and timeliness in communication focused on the best interests of investors. Accordingly, questions and comments not specifically related to the Offering in question, or statements and inquiries that do not fall within the forum’s purpose, will be deleted from the forum and addressed separately by HURST CROWDFUNDING’s customer relations department. Any comments that HURST CROWDFUNDING deems to contain hate speech, discriminatory content, political statements, “fake news, illegal or immoral content, or offensive and inappropriate language will be immediately removed from the chat without warning.

9.14. For more information on this program, please refer to our Course Materials (link) and the Consolidated List of Closed Offers (link).

(C) Arbitrage of HURST CAPITAL's Asset Market

9.15. If you wish to buy or sell Assets exclusively through the Asset Market—specifically those distributed by HURST CAPITAL that do not qualify as securities, including, but not limited to, Ether (ETH)—you must post a buy or sell order on the Platform, as applicable, by completing the form available on the Platform. Before posting your buy or sell order, you must have a balance in your account in Brazilian Reais (for a buy order) or in Cryptoassets (for a sell order) sufficient to cover the transaction you intend to execute.

9.16. You acknowledge that each buy or sell order posted on the Platform constitutes a firm offer to buy or sell, as the case may be, in accordance with applicable law, the characteristics of the Assets, and the price specified in the respective buy or sell order. The sale price of the Asset, which will be stated in the sell order, may be set by the user and/or based on the current supply and demand conditions for a given Asset, without any involvement by HURST CAPITAL. You understand and agree that, once your buy or sell order is accepted by another user, the Transaction will be automatically executed by the Asset Market and cannot be canceled or modified.

9.17. Once your buy or sell order is accepted, the amount in Reais (in the case of a buy order) or in Assets (in the case of a sell order) will be automatically transferred by the Asset Market: (i) the Reais will be debited from your account (in the case of a buy order) and credited to the accepting user’s account, and, in return, the balance in Assets will be transferred from the accepting user’s account to your account; or (ii) the Cryptoassets will be debited from your account (in the case of a sell order) and credited to the accepting user’s account, and in return, the equivalent of the balance in Reais will be transferred from the accepting user’s account to your account.

9.18. If you wish to exchange your Assets for other Assets offered by HURST CAPITAL, and such exchange is supported by the Platform, you represent that your exchange offer constitutes two firm offers (a sale followed by an automatic purchase), and you agree that sections 8.3, 8.4, and 8.5 above apply to the intended Asset exchange transaction.

9.19. If you wish to cancel a buy order or sell order that has been posted but not yet accepted by another user, you may do so through the Platform itself, and the original balance will be restored to your account—either in the equivalent amount in Brazilian reais or in cryptoassets, as applicable—provided that the users involved in the Transaction have no claims against HURST CAPITAL.

9.20. HURST CAPITAL is not a party to, nor shall it be considered a party to, any sale or purchase transaction, and shall be held harmless from any liability for the actual fulfillment of the obligations you have assumed in your direct sales and purchase transactions.

9.21. You acknowledge and agree that, when conducting sales and purchase transactions, you do so at your own risk, recognizing HURST CAPITAL solely as a provider of services that make the Asset Market available for the trading of sales and purchase transactions between you and other users.

9.22. You must ensure that you have correctly provided: (i) your information for withdrawals in Brazilian reais and (ii) your account address for future withdrawals of cryptoassets from the Platform, should you wish to buy or sell any cryptoassets.

9.23. You represent and warrant that you are aware that, due to lack of knowledge, technical problems, failures, slow performance, or any other issue, processing error, or malfunction of the devices and networks you use, as well as payment methods and other intermediaries—whether caused by your own fault, that of the user, or that of third parties, or by acts beyond HURST CAPITAL’s control, in accordance with security measures typically employed in the market, buy and sell orders you may place may take time to be processed and published; furthermore, such delays may result in mismatches between order execution and cancellation, and that HURST CAPITAL is not liable for any changes in the prices of the Assets, nor for any loss—including loss of opportunity— damage—whether material or immaterial, direct or indirect—or losses incurred by you in this regard or as a result of these characteristics.

9.24. HURST CAPITAL reserves the right, in its sole discretion, without the need for prior notice and without incurring any liability, penalty, or obligation to pay compensation, to impose limits on the use of the Asset Market, such as, but not limited to, the number of buy and sell Transactions you may execute.

10. Intellectual Property

10.1. The use of the name, designs, and the term “HURST” for commercial purposes—whether as a business name, trademark, or domain name—as well as content, infographics, articles, columns, widgets, programs, databases, documents, and other resources, is the property of HURST and is protected by all applicable laws and treaties.

10.2. These Terms and Conditions of Use do not grant or transfer any rights to the user and/or investor; therefore, your access to the Platform does not confer any intellectual property rights. Accordingly, the reproduction, in whole or in part, of the content highlighted in the item above is prohibited. If you wish to use any of this content, please contact us before doing so, under penalty of criminal and civil sanctions.

11. Privacy

11.1. We believe your privacy is very important. In accordance with our Privacy Policy, available at the link provided in these Terms and Conditions of Use, we will only use and/or disclose your information if we have received your free, informed, and unambiguous consent.

11.2. As technical measures aimed at ensuring information security, HURST implements security practices designed to protect and process personal data, as well as to prevent unauthorized disclosure, loss, or leakage of data, using encryption, monitoring, periodic security testing, firewalls, and other measures. HURST cannot be held liable for cyberattacks that could not be prevented by commercially available tools or for incidents caused by the data subject’s own negligence.

12. Costs

12.1. Registration on the Platform via the Website or App is free. To check commission amounts and other details regarding fees, deadlines, and limits, please refer to the page for each Transaction at https://investe.hurst.capital/oportunidades/ and https://crowdfunding.hurst.capital/oportunidades.

12.2. You will pay a commission to HURST CAPITAL or HURST CROWDFUNDING to carry out the following transactions on the Platform, as applicable:

(a) Transaction Fees: A distribution fee and an administration fee may be charged by HURST CAPITAL or HURST CROWDFUNDING, which will be established for each Transaction.

(b) Execution of Sell Order (applicable only to Hurst Capital operations): Your publication of an Asset sell order on the Platform is free of charge. However, HURST CAPITAL may charge fees if this sell order is accepted, in whole or in part, by another user, for the execution of that order. Thus, the balance in Brazilian Reais available for withdrawal by that user will be the selling value of their Assets, already discounted by the fee specified in this item, to be made available on the Platform, as applicable.

12.3. By accepting these Terms and Conditions of Use, you agree to pay HURST the amounts corresponding to the commissions for the services provided, as indicated in this Section 11. HURST may modify, increase, or eliminate current commissions, or implement promotional terms, at any time—whether on a permanent or temporary basis—by posting such changes on its Platform, via the App and Website.

13. Term and Termination

13.1. The user and/or investor registration that grants access to the Platform shall remain valid for an indefinite period.

13.2. The user may terminate this agreement at any time by requesting the cancellation of their account via email at investidor@hurst.capital.

13.3. In order to close your registration and, consequently, your account, you must ensure that there are no Assets on record in your account and/or no funds in Brazilian Reais or Cryptoassets in your account; it is your responsibility to carry out the necessary redemptions or sales transactions, if applicable.

13.4. HURST reserves the right, without prior notice, to prevent or interrupt the browsing and/or access of any user or investor who is in violation of any of the Terms and Conditions of Use and/or the Privacy Policy.

13.5. Following the suspension and/or cancellation of your registration—whether initiated by you or by HURST—you acknowledge that you may no longer have access to and/or retrieve information regarding transactions conducted through the Platform, and that HURST has no obligation to store such information or to provide it to you.

14. Liability

14.1. HURST shall not be liable for any losses—whether lost opportunities, tangible or intangible damages, losses, lost profits, indemnities, and/or damages of any other nature—that you may incur as a result of (i) a Transaction conducted on the Platform; (ii) the results of Transactions; (iii) any technical and/or operational failure or unavailability occurring on the Platform, including services provided by third parties; (iv) external influence or the installation, on equipment used by you, of malicious software, including, but not limited to, viruses, Trojans, malware, worms, bots, backdoors, spyware, and rootkits; (v) events defined in applicable law as unforeseeable circumstances or force majeure; (vi) any and all acts or omissions committed by you upon accessing the Platform; and (vii) compensation for any and all losses and damages incurred by HURST, another user, or any third party arising from your activity on the Platform, including, without limitation, those resulting from the violation of any rights of other users or third parties related to the sale and purchase of Assets, HURST’s intellectual property rights, or the provisions of these Terms and Conditions of Use and our Privacy Policy.

15. Sharing of User Information Within the Hurst Group

15.1. The user hereby authorizes HURST to process confidential registration information and any other information provided by you, in whole or in part, as set forth in our Privacy Policy. Users’ personal and sensitive data will be processed securely, protected from unauthorized or unlawful processing, and safeguarded against accidental loss, destruction, or damage through the adoption of appropriate technical and organizational measures. Furthermore, if required by law or if we determine in good faith that the retention or disclosure of such information is reasonably necessary, in our opinion, to:

a) comply with a legal procedure, including, but not limited to, civil and criminal subpoenas, court orders, or other mandatory disclosures;

b) enforce these Terms and Conditions of Use;

c) respond to claims of third-party rights infringement, whether the third party is a user, an individual, or a government agency; and

d) protect the rights, property, or safety of HURST, the Platform, the services, our users, or the general public.

15.2. The disclosure of user information to third parties, except for information necessary to provide customer service, administer these Terms and Conditions of Use, or comply with legal requirements, is addressed in the Privacy Policy.

15.3. You authorize HURST to share the registration data provided on the Platform with partners or with any other company within the same business group, in accordance with the principles and safeguards established by Law No. 13,709 of August 14, 2018 (LGPD).

15.4. The data will be processed in a manner consistent with its purpose, ensuring your security through the adoption of technical and administrative measures designed to protect the personal data shared.

16. Other Conditions

16.1. If HURST fails to exercise any right provided for in these Terms and Conditions of Use, this shall not be construed as a waiver, relinquishment, or revocation of any provision of these Terms and Conditions of Use.

16.2. If any provision or clause of these Terms and Conditions of Use is deemed inapplicable, void, illegal, or otherwise ineffective, the remaining provisions and clauses of these Terms and Conditions of Use shall remain in full force and effect.

16.3. HURST may modify the Terms and Conditions of Use whenever it deems necessary. We will notify you of any changes by updating these Terms and Conditions of Use on our Platform, via the Website and the App. We recommend that you review these Terms and Conditions of Use and our Privacy Policy frequently for any changes, as such changes will be effective as soon as they are posted on our Platform.

17. Support

17.1. If you have any questions, suggestions, or complaints regarding our Website, App, and/or Platform, you can contact us at the following email address: investidor@hurst.capital

18. Jurisdiction

18.1. All provisions of these Terms and Conditions of Use shall be governed by the laws in force in the Federative Republic of Brazil. The courts of the City of São Paulo, in the State of São Paulo, shall have exclusive jurisdiction to resolve any disputes.