Terms of Use

1. Introduction, Operator and Scope

1.1 Resolve is operated by Panacea for Business Entrepreneurship, a company established under the laws of the Arab Republic of Egypt, registered in the commercial register under No. 149370, with its registered office at 23 Ibn Al Haytham Street, Nasr City, Cairo, Arab Republic of Egypt (the "Operator"). References to "we", "us" and "our" are to the Operator. Brand names used in connection with the Platform do not identify a different contracting party.

1.2 These Terms of Use (the "Terms") govern access to and use of the Platform by every User. They bind each Registered User from acceptance under Article 25. A visitor using public parts of the Platform is bound by the provisions that apply to that use, to the extent permitted by Applicable Law.

1.3 The founder(s), directors, managers, employees and authorised representatives of the Operator do not personally contract with Users under these Terms. They act for the Operator in their relevant capacity.

1.4 These Terms are the master contractual document for the Platform. The definitions in Article 2 apply to all Policies that cross-refer to them. These Terms operate together with:

(a) the role terms that apply to the role you hold, being the Company Terms (RES-POL-03), the Investor Terms (RES-POL-04) and the Expert Participation Terms (RES-POL-09);

(b) the Confidentiality Policy (RES-POL-05), which is incorporated into these Terms by reference;

(c) any NDA, Access Grant condition, Contact Release condition or other undertaking that you execute or accept for a specific Opportunity or engagement; and

(d) the informational notices that explain how Personal Data is processed, being the Privacy Policy (RES-POL-01), the Data Processing Notice (RES-POL-07), the Cookie Policy (RES-POL-06) and the Consent Management Policy (RES-POL-08).

1.5 The order of precedence of these documents is set out in Article 30. Accepting these Terms is not consent to the processing of Personal Data and does not waive any Data Subject right (Article 18).

2. Definitions and Interpretation

2.1 In these Terms and in every Policy that cross-refers to them, the terms defined in clauses 2.2 to 2.4 have the meanings given to them there.

2.2 The Platform and the parties:

(a) "Resolve" or the "Platform" means the Resolve website(s), application, dashboards, data rooms, tools and related services operated by the Operator;

(b) "Operator", "we", "us" and "our" means the verified legal entity that operates the Platform and contracts with Users, identified in clause 1.1 as Panacea for Business Entrepreneurship;

(c) "Platform Personnel" means the Operator's founder(s), directors, managers, employees and authorised representatives, each acting in that capacity for the Platform;

(d) "User" and "you" means any person who accesses or uses the Platform, including a visitor and a Registered User;

(e) "Registered User" means a User holding an account;

(f) "Account" means the personal account issued to a Registered User, with the credentials and role assignments associated with it;

(g) "Company" means a business entity (and its authorised representatives) that registers or is presented on the Platform to seek investment, financing, restructuring support, Expert services or a transaction;

(h) "Investor" means a natural person or entity registered to review opportunities with a view to investing, financing, acquiring or partnering;

(i) "Expert" means a professional registered or appointed on the Platform to provide restructuring, financial, legal, valuation or related professional services within an assigned scope;

(j) "Organisation" means a company, firm or other entity recorded on the Platform with which one or more Registered Users are associated; and

(k) "Submitting Party" means any Company, Investor, Expert or other person who supplies, uploads, submits or makes information available through the Platform.

2.3 Information, disclosure and services:

(a) "Third-Party Information" means any information, data, document or statement supplied by a Submitting Party (other than the Operator acting for itself);

(b) "Opportunity" means a specific case, project or transaction presented through the Platform;

(c) "Confidential Information" has the meaning given in the Confidentiality Policy (RES-POL-05);

(d) "NDA" means a confidentiality undertaking or non-disclosure agreement executed for a specific Opportunity or engagement;

(e) "Access Grant" means an express permission recorded by the Platform allowing a specific person access to a specific level of information for a specific Opportunity, for a stated period;

(f) "Access Level" means a tier of information within an Opportunity that may be opened only by an Access Grant at or above that tier;

(g) "Contact Release" means a separate recorded event by which direct contact details are released between parties;

(h) "Expression of Interest" or "EOI" means a non-binding indication of interest submitted through the Platform;

(i) "Data Room" means the private document area of an Opportunity in which documents are stored and released only in accordance with Access Grants;

(j) "Financial Diagnostics" means the outputs of the Platform's financial diagnostic tools (metrics, model classifications, scenarios, findings, inferred indicators);

(k) "Inferred Indicators" means system-generated indications derived from data, labelled as inferences, distinct from a Company's "Stated Needs", which are the needs a Company itself declares;

(l) "User Content" means any information, data, document, file, message or other material that a User supplies, uploads, submits or makes available through the Platform, including Third-Party Information;

(m) "Platform Materials" means the Platform, its software, design, structure, workflows, templates, methodologies, text, graphics, logos, trade names and all other material made available by the Operator, excluding User Content; and

(n) "Separately Contracted Services" means any professional, advisory, transactional or other service that is provided under a separate written engagement and not as part of the Platform service described in Article 3.

2.4 Data protection and law:

(a) "Personal Data" has the meaning given by the PDPL;

(b) "Sensitive Personal Data" has the meaning given by the PDPL and includes financial data relating to an identified or identifiable natural person;

(c) "Data Subject" has the meaning given by the PDPL;

(d) "Controller" and "Processor" have the meanings given by the PDPL;

(e) "PDPL" means the Personal Data Protection Law promulgated by Law No. 151 of 2020 and its Executive Regulations;

(f) "Center" means the Personal Data Protection Center;

(g) "Policies" means these Terms and the other Platform policy documents referred to in clause 1.4; and

(h) "Applicable Law" means all laws and regulations of the Arab Republic of Egypt and any other law that applies mandatorily.

2.5 In these Terms, unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;

(b) "including" and similar words mean including without limitation;

(c) the singular includes the plural and the reverse;

(d) a reference to a person includes a natural person, a company and any other entity;

(e) a reference to a law includes that law as amended or replaced and any regulation issued under it; and

(f) "in writing" includes an electronic record made through the Platform or by e-mail, where Applicable Law permits.

2.6 These Terms are drafted to be clear. Where a provision is ambiguous, it will be interpreted in accordance with Applicable Law, including the rules that protect a party who adheres to standard terms.

3. Nature and Scope of the Platform

3.1 Resolve is a specialised platform for managing and connecting distressed and special-situations company cases with Investors and Experts. It provides a structured environment in which:

(a) Companies may present a case and supporting information;

(b) Opportunities may be listed in anonymised form and disclosed in stages under controlled conditions;

(c) Data Rooms may hold documents that are released only to persons holding the relevant Access Grant;

(d) Users may correspond with the platform team through in-platform messages;

(e) the Platform may match Opportunities with Investors or Experts on the basis of information that Users have supplied or permitted to be used;

(f) Investors may submit Expressions of Interest; and

(g) where the Operator has enabled them, Financial Diagnostics may be generated from information supplied by a Company, as described in Article 10.

3.2 The marketplace is only the discovery front of the Platform, which supports each stage from case presentation to negotiation, with confidentiality controlled at each stage.

3.3 The Platform is not:

(a) a court, tribunal, arbitral body or public authority;

(b) a filing, proceeding, mediation or preventive composition under Law No. 11 of 2018 regulating Restructuring, Preventive Composition and Bankruptcy, and use of the Platform does not replace any procedure before the competent court or authority;

(c) a party to any transaction, negotiation or agreement between Users;

(d) a guarantor of any person's performance, solvency, information or conduct; or

(e) an exchange, trading venue or public offering facility.

3.4 Resolve does not, by these Terms, offer securities to the public, provide investment advice, arrange investments, hold client money or provide credit. Any activity that requires a licence is performed only by a person holding that licence and under a separate written agreement.

3.5 The Operator does not, by these Terms, act as broker, agent or intermediary for any User, or advise any User, in any transaction. Matching, listing, review and access decisions are operational functions of the Platform and are not a recommendation of any Opportunity, Investor, Expert or transaction.

3.6 The Operator does not guarantee investment, financing, engagement, a transaction or any other outcome for any User.

3.7 Features may be enabled, disabled or released in stages. A feature described in these Terms applies only to the extent it is available to you, and its description is not a representation that it is available.

4. Eligibility and Authority

4.1 To register an Account you must:

(a) be a natural person of full legal capacity who has reached the age of twenty-one (21) Gregorian years;

(b) not be prohibited from using the Platform under Applicable Law or by a previous termination under Article 19 that remains in effect; and

(c) use the Platform for business, professional or investment purposes connected with your role.

4.2 If you register or act on behalf of a Company, Organisation or other entity, you represent at registration and each time you act that:

(a) the entity is duly established and existing under the law that governs it;

(b) you hold the authority required to accept these Terms and any role terms, NDA or other undertaking on its behalf and to bind it;

(c) you will produce reasonable evidence of that authority when the Operator requests it; and

(d) you will inform the Operator promptly if that authority ends or changes.

4.3 Where you act on behalf of an entity, references to "you" include that entity, and both you and the entity are bound by these Terms to the extent permitted by Applicable Law.

4.4 The Platform is not intended for consumers acting outside their trade, business or profession. Nothing in these Terms limits any mandatory consumer protection that applies, including under Consumer Protection Law No. 181 of 2018 where it applies.

4.5 Users located outside Egypt are responsible for ensuring that their use of the Platform is lawful where they are located. Where the law of another country applies mandatorily to a User or to particular processing, the Operator will comply with that law to the extent it applies.

5. Registration, Account Security and Verification

5.1 You must provide accurate, current and complete registration information, and keep it up to date, including your identity, contact details, Organisation, position and role.

5.2 Your Account is personal to you. You must not share your credentials, allow another person to use your Account, or use another person's Account. Each colleague in an Organisation who needs access must hold their own Account.

5.3 You are responsible for keeping your credentials confidential and for activity carried out through your Account, unless that activity results from a failure of the Operator's own security measures or from circumstances outside your reasonable control. You must notify the Operator without delay through 23 Ibn Al Haytham Street, Nasr City, Cairo, Arab Republic of Egypt or the channel provided in the Platform if you suspect that your credentials have been compromised or your Account has been used without authority.

5.4 You must keep your current role accurate. If your position, employer, mandate or authority changes in a way that affects your role, Organisation or entitlement to any Access Grant, you must update your Account and inform the Operator promptly. The Operator may require renewed verification and may suspend or narrow access pending it.

5.5 The Operator may carry out identity, authority and role checks at any time and request supporting documents. Verification is a process label only: as provided in clause 9.2 (Clause B), "verified", "reviewed" or "approved" refers only to the specific process identified.

5.6 The Operator may refuse a registration or role, or request additional information, where reasonably necessary for the integrity, security or lawful operation of the Platform.

5.7 Completing registration or onboarding does not by itself authorise you to see any Confidential Information or to take any action on any Opportunity.

6. Roles and Role Terms

6.1 The Platform recognises the roles of Company, Investor and Expert, and the administrative roles of platform staff, being Platform Personnel such as analysts, reviewers and administrators acting within roles assigned by the Operator.

6.2 Each role carries the permissions the Platform assigns to it, subject always to Access Grants for Confidential Information. A role does not by itself confer access to any Opportunity's Confidential Information.

6.3 Role terms apply in addition to these Terms:

(a) the Company Terms (RES-POL-03) apply to Companies and their representatives;

(b) the Investor Terms (RES-POL-04) apply to Investors; and

(c) the Expert Participation Terms (RES-POL-09), which form an annex to these Terms, apply to Experts and bind every Expert from acceptance, together with the terms of any written engagement under which the Expert acts.

6.4 Role terms are accepted at role registration and prevail over these Terms on role-specific matters, as set out in Article 30.

6.5 Association with an Organisation does not confer access. Confidential access is available only by an explicit Access Grant to the specific person, and no access passes automatically to colleagues, affiliates, owners or other members of the same Organisation.

6.6 An Expert acts within the scope assigned to that Expert. Registration or appointment of an Expert on the Platform is not an accreditation, endorsement or guarantee of that Expert's qualifications or services, and does not give the Expert authority to bind the Operator, the Platform or any other User.

6.7 Platform Personnel act for the Operator within their assigned administrative roles. Administrative access is limited to what the role requires. Emergency access to restricted information by an administrator is permitted only for a stated purpose, for a limited time and subject to audit.

7. Acceptable Use and Prohibited Conduct

7.1 You must use the Platform only for its intended purpose, in good faith, in accordance with these Terms, your role terms, any NDA and Access Grant conditions that apply to you, and Applicable Law.

7.2 In relation to the Platform and its systems, you must not, attempt to or permit any other person to:

(a) access any part of the Platform, any Account, Opportunity, Data Room or information for which you do not hold the required permission or Access Grant;

(b) circumvent, disable, probe, test or interfere with any access control, Access Level, NDA gate, watermark, logging function, rate limit or other security or control measure;

(c) scrape, crawl, harvest, bulk-download or systematically extract content from the Platform, other than through export functions provided to you within your Access Grant;

(d) identify, re-identify or deduce the identity of any Company, person or asset behind an anonymised Opportunity, by combining sources, enquiries to third parties or any other means, unless and until the identity is disclosed to you through the Platform;

(e) upload, transmit or link to any virus, malware, macro, script or other harmful or disruptive code, or any file disguised as a different file type;

(f) commit or facilitate any offence under Law No. 175 of 2018 on Combating Information Technology Crimes, including unlawful access to an information system, interference with data or information systems, or misuse of another person's credentials;

(g) overload, disrupt or impair the Platform or interfere with another User's use of it;

(h) reverse-engineer, decompile or copy the Platform's software, except as Applicable Law expressly permits; or

(i) use the Platform or its information to build or train a competing database, service or product.

7.3 In relation to information and other Users, you must not, attempt to or permit any other person to:

(a) upload or disclose Personal Data, including Sensitive Personal Data, of any person without the authority, rights and lawful basis required by Applicable Law, or in excess of what is necessary for the purpose;

(b) supply information that you know or ought reasonably to know is false, misleading, inaccurate, incomplete in a material respect or presented without disclosing its status as an estimate or assumption;

(c) impersonate any person, misrepresent your identity, role, authority, affiliation, credentials or mandate, or create an Account for another person without their authority;

(d) bypass the Platform by using information obtained through it to approach a Company, Investor, Expert or other party directly before a Contact Release for that party, or contrary to the conditions of a Contact Release or NDA;

(e) disclose, copy, distribute, publish, sell or otherwise make available any Confidential Information except as permitted by the Confidentiality Policy and any applicable NDA;

(f) remove, obscure or alter any watermark, confidentiality marking, proprietary notice or record identifier on any document or export;

(g) use the Platform to send unsolicited marketing or communications unrelated to an Opportunity or your role;

(h) use the Platform in connection with money laundering, terrorist financing, fraud, market abuse, sanctions evasion, bribery or any other unlawful purpose; or

(i) infringe the intellectual property, privacy, confidentiality or other rights of any person.

7.4 Clause 7.3(d) does not restrict contact that arises independently of the Platform, such as a pre-existing relationship, provided that you do not use or rely on Confidential Information or identifying information obtained through the Platform in making that contact.

7.5 You should report promptly to the Operator any breach of this Article or security weakness you become aware of, and must not exploit it.

7.6 The Operator may monitor use of the Platform as necessary for security, integrity, audit and compliance, as described in the Privacy Policy (RES-POL-01). It does not undertake a general duty to monitor User Content, without prejudice to any duty imposed by Applicable Law.

8. Controlled Disclosure: NDA, Access Grant, Contact Release and EOI

8.1 Information is disclosed in stages. Each step below is a distinct, separately recorded event, and completing one does not complete any other.

8.2 Anonymised listing. An Opportunity may first appear in anonymised form. At this stage the Company's name and confidential details are withheld. Anonymised information is still provided for your evaluation only and remains subject to clause 7.2(d).

8.3 Access request. A User who wishes to see more information about an Opportunity must submit an access request through the Platform. A request does not create any right to access.

8.4 NDA. Where an NDA is required, you must execute it through the Platform or in another form the Operator specifies. It becomes effective in accordance with its terms, which may require countersignature. An NDA is a separate agreement for its specific Opportunity or engagement and is not amended by later changes to these Terms or any Policy.

8.5 NDA alone never opens access. Executing or accepting an NDA does not by itself open access to any Confidential Information, any Access Level or any contact details. Access opens only when an Access Grant is issued.

8.6 Access Grant. Access to Confidential Information of an Opportunity requires an Access Grant that:

(a) is issued to a specific person, not to an Organisation as a whole;

(b) relates to a specific Opportunity;

(c) specifies the Access Level that is opened; and

(d) applies for a stated period, after which it expires unless renewed.

8.7 The Operator, and where the role terms provide, the Company, decides whether to issue, narrow, extend, suspend or revoke an Access Grant. A decision to issue an Access Grant is an operational access decision. It does not validate, approve or recommend any transaction, information or party (clause 9.2, Clause B).

8.8 Access Levels are layered. Higher Access Levels may open more detailed information, such as financial metrics at one level and source references or supporting documents at a higher level. What you can view, download or export depends on the Access Level you hold.

8.9 Data Room documents are stored privately and released only to persons holding the required Access Grant. The Platform is designed to record access to Data Room documents and exports. Exports may be watermarked with the reader's identity, the snapshot or version and the time, and are recorded. You must not remove or obscure any such marking.

8.10 Contact Release. Direct contact details of a Company, Investor or Expert are released only by a Contact Release, which is a separate recorded event. An NDA or Access Grant does not by itself release contact details. Controlled introductions are kept separate from disclosure of information.

8.11 Expression of Interest. An EOI submitted through the Platform is a non-binding indication of interest. It creates no obligation to negotiate, invest, finance, sell, buy or enter any transaction and no exclusivity, unless a separately executed agreement between the relevant parties expressly provides otherwise, in which case that agreement governs its own subject matter.

8.12 Expiry and revocation. When an Access Grant expires or is revoked, your access ends for the future. Expiry or revocation does not end your obligations under the Confidentiality Policy or any NDA, which continue for the period those documents specify.

9. Responsibility for Information and Third-Party Information

9.1 Responsibility of the information provider. Each party supplying, uploading, submitting or making information available through Resolve is responsible for the accuracy, completeness, authenticity, lawful origin and authorised disclosure of that information, including financial statements, forecasts, valuations, ownership information, credentials, statements and supporting documents. The submitting party must have the necessary authority, rights and lawful basis to disclose personal or confidential information relating to other persons, must identify estimates and assumptions, and must promptly correct material errors and notify Resolve of material changes. These obligations are subject to applicable law and do not transfer the Operator's own mandatory obligations to that party.

9.2 No certification or endorsement of third-party information. Resolve provides a structured environment for information exchange and controlled access. Unless a separate written engagement expressly provides otherwise, neither Resolve, the Operator nor Platform Personnel undertake an independent audit or certify or guarantee the accuracy, completeness, authenticity, financial viability, legal status or suitability of information supplied by any party. Registration, identity checks, administrative review, approval for listing, publication, matching, access approval, document receipt, translation or financial analysis do not constitute certification or endorsement of that information or a recommendation to enter a transaction. Labels such as "verified", "reviewed" or "approved" refer only to the specific process identified and must not be interpreted more broadly.

9.3 Independent assessment and third-party-data liability. Each recipient must perform its own assessment and due diligence and obtain appropriate independent professional advice before relying on information or entering a transaction. To the fullest extent permitted by applicable law, neither Resolve, the Operator nor Platform Personnel are responsible for inaccuracies, omissions, misrepresentations, unauthorised submissions or failures by a submitting party, or losses arising from reliance on that party's information, merely because the information was hosted, processed, reviewed or made available through the Platform. The submitting party remains responsible for its own information and conduct. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, or overrides the Operator's applicable statutory, data-protection, security or confidentiality obligations. Any protection for Platform Personnel applies only to the extent legally available and does not excuse their own non-excludable misconduct.

9.4 Financial diagnostics and outcomes. Financial diagnostics, model classifications, comparisons, inferred indicators and scenarios depend on the supplied inputs, selected methodology, dates and assumptions. They are not an audit, valuation opinion, credit rating, bankruptcy probability, legal finding or investment recommendation. Their generation does not verify the underlying information or guarantee financing, investment, recovery, restructuring or transaction outcomes. The Operator remains responsible for obligations arising from its own services to the extent required by applicable law or an express written agreement; the disclaimer does not attribute the Platform's own calculation errors to the submitting party.

9.5 In these Terms, clauses 9.1, 9.2, 9.3 and 9.4 may also be referred to as Clause A, Clause B, Clause C and Clause D respectively.

9.6 Acceptable uploads. Each Submitting Party must ensure that every file and item of information it uploads:

(a) is of a file type the Platform accepts at the time of upload. The Platform currently accepts certain document, spreadsheet and image formats, such as CSV, XLSX, PDF, PNG and JPG, and may refuse other formats, including macro-enabled workbooks;

(b) is what it purports to be, is not altered so as to mislead, and is labelled accurately as to its nature, date, period and source;

(c) is limited to what is necessary for the stated purpose;

(d) does not contain harmful code, concealed content or material that could compromise the Platform or another User;

(e) does not infringe any person's intellectual property, confidentiality or privacy rights;

(f) contains Personal Data, and in particular Sensitive Personal Data such as financial data relating to an identified or identifiable natural person, only where you have the authority, rights and lawful basis to disclose it through the Platform, and only to the extent necessary, with redaction where the purpose does not require identification; and

(g) distinguishes clearly between audited, unaudited, management, estimated, forecast and assumed figures.

9.7 The Platform may check the type and structure of a file and refuse or remove a file that does not meet clause 9.6 or presents a risk. Such checks do not guarantee that a file is free of harmful content and do not verify its contents.

9.8 Where the Operator reasonably believes that information on the Platform is inaccurate, unlawful, infringing or submitted without authority, it may request correction, annotate it, restrict its visibility, suspend related Access Grants or remove it, proportionately and in accordance with Applicable Law. Exercising or not exercising this right does not make the Operator responsible for the information.

9.9 This Article does not reduce any right a Data Subject has under Applicable Law and does not transfer to any User the Operator's own obligations as Controller or Processor under the PDPL. This Article applies subject to Article 21.

10. Financial Diagnostics

10.1 This Article applies only where the Operator has enabled Financial Diagnostics for the relevant Company, Opportunity or User. Nothing in these Terms represents that they are or will become available.

10.2 Where Financial Diagnostics are enabled:

(a) a Company may enter or import financial statements using the templates the Platform provides. Documents uploaded as evidence, such as PDF files or images, are stored as evidence and are not extracted;

(b) the Company must confirm an exact revision of its inputs before an assessment is generated, and is responsible for those inputs under clause 9.1 (Clause A);

(c) each assessment is a fixed snapshot of the confirmed inputs and the methodology applied at that time, preserved for record and audit and not altered retrospectively; corrections produce a new revision and snapshot;

(d) the assessment may include validation results, period metrics, model classifications, schedules, scenarios and diagnostic findings. Model classifications derived from historical discriminant models, including models of the Altman Z-score family, are labelled as historical model outputs. They are not probabilities, ratings or findings of insolvency;

(e) a Company's Stated Needs are kept separate from Inferred Indicators generated by the system, and Inferred Indicators are labelled as inferences; and

(f) Platform Personnel may review submitted assessments. Review is an administrative process within the meaning of clause 9.2 (Clause B) and is not an audit or certification.

10.3 A published assessment becomes visible to an Investor only where all of the following apply:

(a) the Company has given the relevant publication consent through the Platform;

(b) the Operator has enabled publication of assessments to Investors; and

(c) the Investor holds an Access Grant at a sufficient Access Level for the relevant Opportunity.

10.4 Publication consents are separate and granular. A Company may consent separately to the publication of:

(a) metrics;

(b) metrics and their sources; and

(c) Inferred Indicators.

10.5 After publication, a Company may narrow the scope of a consent at any time through the Platform. Widening the scope requires withdrawal of the existing consent, a new consent and a new review. Withdrawal of a publication consent revokes the related links and removes the published projection for the future. Withdrawal cannot recall information already viewed or downloaded by a person with a valid Access Grant before withdrawal, although that person remains bound by the Confidentiality Policy and any NDA.

10.6 A Company publication consent is a business permission for the purposes of the Platform. It does not by itself grant any Investor an Access Grant, does not replace any authority or lawful basis required for Personal Data of other persons, and is distinct from any consent of a Data Subject under the PDPL, as explained in the Consent Management Policy (RES-POL-08).

10.7 Where the Company has consented and the function is enabled, a consented projection of an assessment may be used for matching Opportunities with Investors. A projection is used for matching only within the scope of that consent.

10.8 Financial Diagnostics are subject to clause 9.4 (Clause D). Every User who views or relies on Financial Diagnostics must also apply clause 9.3 (Clause C).

10.9 The Operator remains responsible, to the extent required by Applicable Law or an express written agreement, for the proper operation of the calculations performed by the Platform itself. An error arising from the Platform's own calculation is not attributed to the Submitting Party.

11. Confidentiality

11.1 The Confidentiality Policy (RES-POL-05) is incorporated into these Terms and binds every Registered User in relation to all Confidential Information received through the Platform.

11.2 Where you have executed an NDA for an Opportunity or engagement, that NDA governs its own subject matter and parties. The Confidentiality Policy applies in addition to the NDA, and where they conflict on the specific subject matter of the NDA, the NDA prevails, subject to Article 30.

11.3 You may use Confidential Information only for the Opportunity or engagement for which it was released to you, and share it only as the Confidentiality Policy and the applicable NDA permit.

11.4 Your confidentiality obligations continue after an Access Grant expires or is revoked and after termination of your Account, for the period stated in the Confidentiality Policy or the applicable NDA. Expiry of an Access Grant is not the same as expiry of a confidentiality obligation.

11.5 The Operator will treat User Content in accordance with the Confidentiality Policy, the Privacy Policy and Applicable Law. The Operator applies appropriate technical and organisational measures, including role- and grant-based access controls, logging, watermarking of exports and controlled release. No system is entirely secure, and the Operator does not guarantee that unauthorised access or disclosure will never occur. This clause does not reduce the Operator's statutory duties under the PDPL or other Applicable Law.

11.6 The Operator and its service providers may access User Content only as necessary to operate, secure, support and audit the Platform, perform authorised functions and comply with Applicable Law, subject to confidentiality obligations.

11.7 The Operator may disclose information where required by Applicable Law, by order of a competent court or authority, or as otherwise permitted by the Confidentiality Policy, and where lawful will give notice to the affected User.

12. User Content and Limited Licence

12.1 You retain ownership of, and all rights in, your User Content. Nothing in these Terms transfers ownership of User Content to the Operator or to any other User.

12.2 You grant the Operator a non-exclusive, non-transferable (except under Article 27), royalty-free licence to use your User Content only to the extent necessary to:

(a) operate the Platform functions you have authorised or requested;

(b) host, store, back up and process the User Content;

(c) translate, format, convert, normalise and present the User Content within the Platform;

(d) make the User Content available to other Users in accordance with Access Grants, Contact Releases, publication consents and the other permissions you or the relevant Company have given;

(e) maintain the security and integrity of the Platform, including logging, watermarking and incident response;

(f) maintain audit records and evidence of the actions taken on the Platform; and

(g) comply with Applicable Law and lawful requests of competent authorities.

12.3 The licence in clause 12.2 does not permit the Operator to sell your User Content, to publish it outside the permissions described in these Terms, or to use it for purposes unrelated to the operation of the Platform. Any use of Personal Data within User Content is also governed by the Privacy Policy and the PDPL.

12.4 The licence ends when your User Content is deleted or your Account is terminated, except that it continues only to the extent and for the period necessary for:

(a) retention in accordance with the Operator's retention rules, under which data is kept only for as long as necessary for the purpose concerned and for any longer period required by Applicable Law or needed to establish, exercise or defend legal claims;

(b) audit records, preserved snapshots, executed NDAs, consent records and acceptance records;

(c) any legal hold, dispute, investigation or regulatory request; and

(d) information already lawfully released to other Users under an Access Grant before deletion or termination.

12.5 You represent that you have the rights, authorities and lawful bases needed to grant the licence in clause 12.2.

12.6 Other Users receive only a limited right to view, and where their Access Level permits, to download or export, User Content for the purpose for which it was released. A right to view is not a right to trade, distribute, publish or scrape.

13. Platform Intellectual Property

13.1 The Platform Materials, and all intellectual property rights in them, belong to the Operator or its licensors. These Terms do not transfer any of those rights to you.

13.2 Subject to your compliance with these Terms, the Operator grants you a limited, personal, revocable, non-exclusive and non-transferable right to access and use the Platform for its intended purpose within your role and Access Grants, for as long as your Account remains active.

13.3 You must not copy, modify, distribute, sell, frame or create derivative works from the Platform Materials, except as these Terms or Applicable Law expressly permit.

13.4 Platform templates and formats remain Platform Materials when populated with User Content, which remains yours.

13.5 You may not use the Resolve name, logos or trade names without the Operator's prior written consent, including to suggest endorsement of any Opportunity, User or transaction.

14. Platform Services and Separately Contracted Services

14.1 The Platform service consists of the functions described in Article 3. Unless a separate written engagement expressly provides otherwise, the Platform service does not include any audit, valuation, legal, tax, financial, restructuring, investment or other professional advice.

14.2 Professional services by an Expert, by the Operator or by any affiliate of the Operator are provided only as Separately Contracted Services under a separate written engagement that states the scope, the parties, the fees (if any) and the terms. Correspondence through the Platform, review of an Opportunity or a matching suggestion does not create such an engagement.

14.3 Use of the Platform is currently free of charge. Where fees apply to any Separately Contracted Service, they are set out in a separate written fee or engagement agreement. If the Operator introduces fees for any service in the future, they will apply only prospectively, after prior notice, and only where agreed in a separate written fee or engagement agreement. No fee is payable to the Operator under these Terms unless so set out and agreed.

14.4 The Operator or its affiliates may provide Separately Contracted Services, including advisory services, to a Company, an Investor or another party connected with an Opportunity. Where this occurs:

(a) the Separately Contracted Service is governed by its own written engagement and not by these Terms;

(b) the Operator will identify and manage actual and potential conflicts of interest in accordance with the Operator's internal conflict-of-interest procedures and Applicable Law, including by disclosing a relevant relationship to affected parties where required, separating personnel or information where appropriate, and declining to act where a conflict cannot be properly managed;

(c) the Operator will not use Confidential Information received through the Platform for a Separately Contracted Service except as the Confidentiality Policy, the applicable NDA and the party concerned permit; and

(d) listing, review, matching and Access Grants will not be operated to give a party improper preference because of a Separately Contracted Service.

14.5 An Expert provides services in the Expert's own name and under the Expert's own professional responsibility, unless a separate written agreement expressly makes the Operator the provider, without prejudice to any responsibility the Operator bears under Applicable Law or its own written engagement.

14.6 Where Platform Personnel hold an appointment in another capacity, such as a professional, academic or official appointment, that capacity is separate from their role for the Platform and does not mean the Platform is accredited by the appointing body.

15. Transaction Independence

15.1 Users negotiate, agree and contract directly with each other. Any transaction, investment, financing, acquisition, partnership, restructuring arrangement or engagement is made solely between the parties to it.

15.2 Unless a separate written agreement expressly provides otherwise, the Operator is not a party to, guarantor of, escrow agent for, or agent of any party in any transaction between Users, and does not hold funds or assets on behalf of any User.

15.3 Each party is responsible for its own due diligence, advice, approvals, filings and compliance with Applicable Law in any transaction.

15.4 Any transaction document executed between parties governs their relationship. Nothing on the Platform, including any EOI, workflow label, status indicator or stage, constitutes an offer, acceptance or binding commitment between the parties, unless a separately executed agreement expressly provides otherwise.

15.5 The Operator does not settle or determine disputes between Users. A dispute between Users about a transaction is a matter for those Users and the forum they have agreed, without prejudice to the Operator's right to act under Articles 9 and 19 to protect the Platform.

16. Third-Party Services and Links

16.1 The Platform may contain links to, or functions provided by, third parties, including service providers such as hosting and data-storage, e-mail delivery, information-security and technical-support providers.

16.2 Third-party websites and services that you choose to access from the Platform are governed by their own terms. The Operator is not responsible for their content or practices, and a link is not an endorsement, without prejudice to the Operator's obligations under Applicable Law for service providers it engages to process data on its behalf.

17. Availability, Maintenance and Changes to the Service

17.1 The Operator will use reasonable efforts to make the Platform available, but does not guarantee that the Platform will be available at all times, uninterrupted, timely or free of errors. No service level or uptime commitment is given under these Terms.

17.2 The Operator may suspend the Platform or any part of it for maintenance, updates, security or reasons outside its control, giving advance notice of planned maintenance with material effect where practicable.

17.3 The Operator may add, modify, enable, disable or withdraw features. Where a change materially reduces a function a Registered User relies on, the Operator will give reasonable notice where practicable and, where possible, allow the User to retrieve its own User Content for a reasonable period.

17.4 Changing a feature does not alter any NDA, Access Grant condition, consent record or executed agreement retrospectively.

18. Personal Data

18.1 The Operator processes Personal Data in accordance with the PDPL and other Applicable Law, as explained in the Privacy Policy (RES-POL-01), the Data Processing Notice (RES-POL-07), the Cookie Policy (RES-POL-06) and the Consent Management Policy (RES-POL-08).

18.2 Accepting these Terms is not consent to the processing of Personal Data. Where the Operator relies on consent, that consent is requested separately, in a specific and informed manner, and may be withdrawn as described in the Consent Management Policy.

18.3 Nothing in these Terms waives or limits any right a Data Subject has under Applicable Law, including rights of access, correction, erasure, restriction, objection, withdrawal of consent and notification of a breach, or the right to complain to the Center.

18.4 Where you upload or disclose Personal Data of another person, you remain responsible for having the authority, rights and lawful basis to do so under clause 9.1 (Clause A) and clause 9.6(f). This does not transfer the Operator's own obligations to you.

18.5 Where cross-border transfer of Personal Data occurs, it is carried out in accordance with the PDPL and subject to obtaining any licence or permit required by law.

19. Suspension and Termination

19.1 You may close your Account at any time through the Platform or by notice to the Operator. Closing your Account does not affect obligations that survive under clause 19.7.

19.2 The Operator may suspend, restrict or terminate your Account, any role, any Access Grant or your access to any Opportunity where it reasonably considers that:

(a) you have materially breached these Terms, your role terms, the Confidentiality Policy or an NDA, or have repeatedly breached them;

(b) you have supplied information that is false, misleading or submitted without authority;

(c) your authority, role or eligibility has ended or cannot be verified;

(d) your Account has been or may have been compromised;

(e) suspension or termination is necessary to protect the Platform, other Users, Data Subjects or Confidential Information from harm;

(f) Applicable Law, a court order or a competent authority requires it; or

(g) your Account has been inactive for a prolonged period, after notice to you.

19.3 The Operator will act proportionately, taking into account the seriousness of the matter, and will prefer a narrower measure, such as suspending a specific Access Grant or requesting correction, where that is sufficient.

19.4 Where lawful and practicable, the Operator will notify you of the measure and the reasons for it before or promptly after it takes effect. The Operator may act without prior notice where notice would prejudice security, an investigation, the rights of others or compliance with Applicable Law.

19.5 You may ask for review of a suspension, restriction or termination by writing to 23 Ibn Al Haytham Street, Nasr City, Cairo, Arab Republic of Egypt or through the Platform channel, stating your reasons. Where practicable the review is conducted by Platform Personnel not involved in the original decision, and the outcome is communicated within a reasonable time. This does not affect any other right or remedy under Applicable Law.

19.6 On suspension or termination:

(a) all Access Grants held by you are revoked or suspended for the period of the measure;

(b) your right to use the Platform ends or is suspended to the extent of the measure;

(c) the Operator retains records, including audit, NDA, acceptance and consent records, snapshots and correspondence, in accordance with the Operator's retention rules, under which records are kept only for as long as necessary for the purpose concerned and for any longer period required by Applicable Law or needed to establish, exercise or defend legal claims; and

(d) User Content is handled in accordance with clause 12.4 and the Privacy Policy.

19.7 The following survive termination of these Terms or of your Account: Articles 9, 11, 13, 15, 18, 20, 21, 22, 25, 29 and 30, clause 12.4, any accrued rights and obligations, and any obligation under an NDA or the Confidentiality Policy that by its nature or terms continues.

20. Disclaimer of Warranties

20.1 To the extent permitted by Applicable Law, the Platform and the Platform Materials are provided "as is" and "as available". The Operator gives no warranty, express or implied, that the Platform will meet your requirements or that any Opportunity, Investor, Expert or transaction is suitable for you, and does not guarantee funding, investment, interest from any party, any outcome, uptime, or confidentiality or security against every risk.

20.2 The Operator does not warrant Third-Party Information, as provided in clause 9.2 (Clause B).

20.3 This Article does not exclude any warranty or obligation that cannot be excluded under Applicable Law, including obligations arising from the Operator's own services under an express written agreement, and does not affect clause 9.4 (Clause D) regarding the Platform's own calculation errors.

21. Limitation of Liability

21.1 Nothing in these Terms or in any Policy excludes or limits:

(a) liability for fraud or fraudulent misrepresentation;

(b) liability for gross fault or gross negligence, which under Article 217 of the Civil Code No. 131 of 1948 cannot be excluded by agreement;

(c) liability arising from an unlawful act (tort) to the extent any term exempting from it is void under Applicable Law;

(d) the Operator's statutory duties relating to the protection, security and confidentiality of Personal Data, including under the PDPL, or its other statutory, data-protection, security or confidentiality obligations;

(e) liability for death or personal injury;

(f) any right or remedy under mandatory consumer protection law where it applies;

(g) any liability that cannot be excluded or limited under Applicable Law; or

(h) the protections given to the adhering party under Applicable Law in respect of standard-form terms.

21.2 Subject to clause 21.1, and to the extent permitted by Applicable Law, the Operator is not liable for any indirect or consequential loss, or for loss of business opportunity, anticipated transaction, goodwill or reputation, arising out of or in connection with these Terms or the use of the Platform, whether in contract or otherwise.

21.3 Subject to clause 21.1, and only to the extent permitted by Applicable Law, the Operator's total aggregate liability arising out of or in connection with these Terms and the use of the Platform, in respect of all claims by a User, is limited to direct loss that was reasonably foreseeable when the relevant obligation arose and that is proven to have been caused by the Operator. The Operator has no liability for indirect or consequential loss, as provided in clause 21.2.

21.4 Subject to clause 21.1, the Operator is not liable for loss to the extent it is caused by:

(a) the information or conduct of a Submitting Party or other User, as provided in clause 9.3 (Clause C);

(b) your breach of these Terms, your role terms, the Confidentiality Policy or an NDA;

(c) your failure to keep credentials secure, except where clause 5.3 provides otherwise; or

(d) a transaction or arrangement between Users to which the Operator is not a party.

21.5 Where loss is caused partly by you and partly by the Operator, the Operator's liability is reduced to the extent that you caused or contributed to it, in accordance with Applicable Law.

21.6 Platform Personnel do not personally contract with Users under these Terms. Any protection given to Platform Personnel by these Terms applies only to the extent legally available and does not excuse their own non-excludable misconduct, including fraud, gross fault or an unlawful act for which Applicable Law does not permit exemption.

21.7 Separately Contracted Services, Expert services and executed transaction documents are subject to their own liability provisions, and this Article does not extend or reduce those provisions.

21.8 Each limitation in this Article applies independently, subject to clause 27.2.

22. Indemnity

22.1 Subject to this Article and only to the extent permitted by Applicable Law, you will compensate the Operator for loss, damage, liability, reasonable costs and reasonable legal expenses actually suffered by the Operator as a direct result of a third-party claim or regulatory action to the extent caused by:

(a) your breach of these Terms, your role terms, the Confidentiality Policy or an NDA;

(b) User Content you supplied that is unlawful or materially false, or was submitted without the authority, rights or lawful basis required; or

(c) User Content or conduct of yours that infringes the intellectual property, confidentiality or privacy rights of a third party.

22.2 The indemnity in clause 22.1 applies only where:

(a) the loss was caused by the matter described in clause 22.1;

(b) the Operator notifies you of the claim promptly after becoming aware of it, giving reasonable details, although a delay reduces your obligation only to the extent you are prejudiced by it;

(c) the Operator allows you, at your cost and where lawful, to take conduct of the defence or settlement of the claim, or to participate in it, and gives you reasonable cooperation;

(d) the Operator does not make any admission or settlement that admits your liability or imposes an obligation on you without your prior written consent, which you will not unreasonably withhold; and

(e) the Operator takes reasonable steps to mitigate the loss.

22.3 Your obligation under this Article is reduced to the extent that the loss was caused or contributed to by the Operator or Platform Personnel, including by breach of the Operator's own obligations or statutory, data-protection, security or confidentiality duties.

22.4 You are not required to indemnify the Operator for its own fraud, gross fault, unlawful act or breach, or for any loss that Applicable Law does not permit to be shifted to you.

22.5 If you take conduct of a claim, you will not settle it in a manner that admits liability of the Operator or Platform Personnel without the Operator's prior written consent.

23. Force Majeure

23.1 Neither the Operator nor a User is liable for a delay or failure to perform an obligation under these Terms to the extent caused by an event beyond its reasonable control, including natural disaster, epidemic, war, governmental action, failure of telecommunications, power or third-party infrastructure, or a cyber-attack that appropriate measures could not reasonably have prevented.

23.2 The affected party must mitigate the effect of the event, resume performance as soon as practicable and, where practicable, notify the other party.

23.3 This Article does not relieve any party of confidentiality obligations, of payment obligations already due, or of statutory duties that Applicable Law requires to be performed despite such an event, including the Operator's duty to notify personal data breaches.

24. Notices and Communications

24.1 The Operator may give notices to you through the Platform, by e-mail to the address registered on your Account, or by any other means Applicable Law permits. A notice through the Platform or by e-mail is treated as received when it becomes accessible to you, unless you show that it did not reach you through no fault of your own.

24.2 Where notifications are enabled, e-mail notifications from the Platform may contain a secure link requiring sign-in, rather than the information itself. You must not forward secure links to persons who are not authorised.

24.3 You must give legal notices to the Operator in writing to 23 Ibn Al Haytham Street, Nasr City, Cairo, Arab Republic of Egypt. Operational requests may be made through the channels provided in the Platform.

24.4 A notice sent to the most recent contact details on your Account is validly given, to the extent permitted by Applicable Law.

25. Electronic Acceptance, Records and Evidence

25.1 You accept these Terms by an affirmative electronic action at registration, by ticking an unticked checkbox and confirming. The Platform records the version accepted, the time of acceptance and the identity of the person accepting. Reading these Terms or browsing the Platform is not by itself acceptance.

25.2 Role terms are accepted at role registration. NDAs are executed separately per Opportunity or engagement and may require countersignature. Consents are separate, granular and recorded under the Consent Management Policy. No optional box is pre-ticked, and these Terms are not bundled with marketing consent.

25.3 Electronic writing, documents and signatures have the evidential effect provided by Law No. 15 of 2004 regulating Electronic Signature and its Executive Regulations, where the legal and technical conditions are met. An electronic acceptance or execution of these Terms, an NDA or another document through the Platform is a record of your electronic expression of will. Unless a qualified electronic signature is expressly used, it is an electronic acceptance record and not a qualified electronic signature.

25.4 The Platform's system records, including acceptance, audit, access, consent and message records and preserved snapshots, may be used as evidence of the matters they record, subject to proof to the contrary.

25.5 The Platform preserves the exact text and version of each document you accept. A later revision does not retrospectively replace a version you accepted.

26. Changes and Versioning

26.1 We may revise these Terms prospectively. Each revision receives a new version number and is archived.

26.2 Material changes will be notified to Registered Users through the Platform and, where available, by e-mail a reasonable period before they take effect. Where Applicable Law or these Terms require renewed acceptance, the revised version will apply to you only once you have accepted it.

26.3 If you do not accept a material change, you may close your Account before it takes effect. Your obligations under any NDA, the Confidentiality Policy and accrued obligations continue.

26.4 A revision does not apply retrospectively to any act, acceptance, consent, NDA or other signed undertaking made before its effective date.

26.5 The Operator may make changes that are not material, such as corrections of typographical errors or clarifications that do not reduce your rights, with effect from publication of the new version.

26.6 The version in force and its effective date are published on the Platform. Earlier versions are archived and are available on request.

27. General Provisions

27.1 Assignment. You may not assign or transfer your rights or obligations under these Terms without the Operator's prior written consent. The Operator may assign or transfer its rights and obligations under these Terms to a successor operator of the Platform, by notice to Registered Users, provided that the assignment does not reduce your rights or the protection of your User Content and Personal Data, and subject to Applicable Law, including any requirement under the PDPL relating to transfer of Personal Data.

27.2 Severability. If any provision of these Terms is held invalid or unenforceable, it applies to the maximum extent permitted by Applicable Law and the remaining provisions remain in force.

27.3 No waiver. A failure or delay in exercising a right or remedy does not waive it. A waiver is effective only if made in writing and applies only to the specific instance.

27.4 Entire agreement. These Terms, with the documents referred to in clause 1.4, are the entire agreement between you and the Operator on use of the Platform, subject to Article 30. This clause does not exclude liability for fraud or affect any separately executed agreement.

27.5 Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and the Operator.

28. Contact

28.1 Privacy enquiries and data-subject requests may be made in writing to the Operator at its registered address stated in clause 1.1, or through the messaging and contact channels available on the Platform.

28.2 The Operator's Data Protection Officer may be contacted by writing to the Operator's registered address stated in clause 1.1 marked "For the attention of the Data Protection Officer", or through the contact channels available on the Platform.

28.3 General legal notices, requests for review under clause 19.5 and complaints concerning these Terms: 23 Ibn Al Haytham Street, Nasr City, Cairo, Arab Republic of Egypt.

29. Governing Law and Disputes

29.1 These Terms and any non-contractual obligation arising from them are governed by the laws of the Arab Republic of Egypt.

29.2 Subject to any mandatory rule of jurisdiction, disputes shall be referred to the competent courts of the Arab Republic of Egypt.

29.3 Nothing in this Article prevents a party from seeking urgent interim relief from a competent court or affects a Data Subject's right to complain to the Center.

30. Language and Document Hierarchy

30.1 These Terms are issued in Arabic and English. Both versions are intended to have the same meaning. In the event of any inconsistency between the two versions, the Arabic version prevails.

30.2 Where documents governing the Platform conflict, they apply in the following order of precedence:

(a) first, mandatory provisions of Applicable Law, which prevail over everything;

(b) second, an executed transaction, engagement, fee or financing agreement and an executed NDA, each of which governs its own specific subject matter and parties and is not amended by later website updates;

(c) third, role terms, being the Company Terms (RES-POL-03), the Investor Terms (RES-POL-04) and the Expert Participation Terms (RES-POL-09), which prevail over these Terms for their role-specific subject matter;

(d) fourth, these Terms of Use; and

(e) fifth, the Confidentiality Policy (RES-POL-05), which is contractual for Registered Users as incorporated by these Terms, followed by the informational notices, being the Privacy Policy (RES-POL-01), the Data Processing Notice (RES-POL-07), the Cookie Policy (RES-POL-06) and the Consent Management Policy (RES-POL-08). These notices explain processing and do not reduce any right a Data Subject has under Applicable Law.

30.3 Footer summaries, the "About Resolve" page, the "Independence Statement" page and similar pages are informational summaries. They are not Terms or Privacy notices, do not form part of these Terms and do not modify any Policy.

30.4 A document lower in the order of precedence applies to the extent it is consistent with a document higher in that order, and the documents are to be read together as far as possible.

Version 1.0. Effective from the date of its publication on the Platform.