Terms and Conditions

Expert Network Membership Agreement

Last updated: November 2025

For the purpose of this document, Ophys Insights corresponds to Ophys Insights Pte. Ltd., a company incorporated under the laws of Singapore with registered address at Saigon Trade Center, 37 Tôn Đức Thắng, District 1, Ho Chi Minh City, Vietnam.

THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY.

These Terms and Conditions of Network Membership (the "Terms & Conditions") in the Ophys Insights Network (the "Ophys Network") supersede all prior versions of the Terms & Conditions previously in effect between Ophys Insights Pte. Ltd., and/or its subsidiaries and affiliates (collectively, "Ophys Insights" or "Ophys") and you. You agree that your use of any of Ophys's websites is subject to that website's terms of use, except to the extent those terms conflict with these Terms & Conditions, in which case these Terms & Conditions shall control. The English version of these Terms and Conditions shall control over any translations.

1. OVERVIEW AND ACTIVITIES

The Ophys Network consists of investment professionals, consultants, and industry experts who provide insights and intelligence to investment firms, private equity funds, venture capital firms, and other financial institutions ("Clients"). Ophys provides opportunities for Network Members (also referred to as "Expert Members") to participate in different types of projects ("Projects"), including consultations, market research, and due diligence support.

Project Types Include:

•One-on-one consultations via phone, video, or in-person meetings
•Online surveys and market intelligence gathering
•In-depth research projects and due diligence support

Platform Activities Include:

•Receiving rewards for referring qualified experts to the Ophys Network
•Creating and sharing market insights and research reports
•Participating in expert forums and knowledge-sharing opportunities

2. MEMBERSHIP POLICIES

Prior to participating in Projects, you will be required to complete Ophys's Network Member onboarding process (the "Onboarding"). By signing these Terms & Conditions, you represent that you have completed or will complete the Onboarding before participating in Projects.

You confirm that you are not prohibited or limited in any way from participating in the Ophys Network by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer's policies or codes of conduct (if you are employed), or any similar policies or obligations that limit your conduct in any way.

Important Notice

It is your responsibility to determine whether you are permitted to join the Ophys Network. If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Network Member.

Your Status as a Network Member:

You are a non-agent independent contractor of Ophys
You have no authority to act on behalf of Ophys
You are not eligible for any Ophys or Client employment benefits
You shall not identify any Client or Ophys as your employer
You are joining in your individual capacity, not as a representative of any entity
Ophys may determine your eligibility for membership at its sole discretion

3. PARTICIPATION IN THE OPHYS NETWORK

At all times during your participation in the Ophys Network, you agree to act in good faith, in a professional manner, to the best of your ability, and in accordance with these Terms & Conditions and all applicable laws and regulations.

YOU MUST DECLINE ANY PROJECT THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO THIRD PARTIES.

You SHALL NOT disclose confidential information, including:

•Material, nonpublic information (MNPI) related to any company, security, or pending transaction
•Proprietary information, trade secrets, or business information belonging to any third party
•Non-public information related to pending government action or regulatory decisions
•Information that you have a duty or have agreed to keep confidential
•Information disclosed to you under the expectation of confidentiality
•Information you believe may be confidential

You agree to the following:

If you are employed by or affiliated with any company, you will not discuss that company's confidential information or accept Projects about that company without written consent

If you have investments in or serve on the board of any company, you will disclose such relationships and decline related Projects as appropriate

If you have worked in accounting or finance roles, you will not discuss confidential financial information from your past employers

You will not provide legal advice or establish attorney-client relationships through Projects

You will not provide investment advice or recommendations regarding specific securities

You will disclose any material interests or relationships relevant to Projects

You will not use the Network to promote products or services without consent

You will not accept compensation outside of Ophys's payment system

You will not record consultations without prior written consent

4. GOVERNMENT OFFICIALS

Most current government officials and agency employees worldwide are ineligible to participate in the Ophys Network. If you are a government employee or official, you must notify Ophys immediately and may only participate with explicit written approval.

5. CODE OF CONDUCT

You agree to adhere to Ophys's Code of Conduct and all compliance policies. Ophys will inform you of additional rules and topic restrictions as necessary.

You represent that you have not been:

✓Convicted of any criminal offense involving dishonesty, fraud, or any felony
✓Subject to regulatory action by financial authorities (SEC, FCA, FINRA, etc.)
✓Listed on any government exclusion or sanctions lists

6. COMPLIANCE ALERTS

IF YOU HAVE CONCERNS ABOUT ANY PROJECT OR CLIENT BEHAVIOR, YOU MUST DISCONTINUE PARTICIPATION AND NOTIFY OPHYS IMMEDIATELY:

Email: compliance@ophysinsights.com

Phone: +84 28 1234 5678

7. CONFIDENTIALITY OF OPHYS AND CLIENT INFORMATION

You agree not to disclose or use any Restricted Information disclosed to you through your participation in the Ophys Network, except as required by law or expressly permitted by Ophys.

Restricted Information includes:

The identity of Clients (do not list on resume or profiles)
Information about Projects, including invitations and scope
Information about Client business or investment decisions
Materials and information provided by Clients
Any nonpublic or proprietary information of Ophys or Clients

8. EXPERT INFORMATION

You agree to provide accurate and complete biographical information, including current employment, expertise, and relevant experience, and to promptly update this information as it changes.

Required Information

✓Current job status and employment history
✓Areas of expertise and industry knowledge
✓Availability for consultations

Verification Process

✓Identity verification
✓Background checks as appropriate
✓Credential and experience verification

9. DATA PROTECTION

Ophys will process Network Member information in accordance with Ophys's Privacy Policy and applicable data protection laws.

Further information about Ophys's processing activities can be found in the Privacy Policy available on our website.

You agree to process any personal data you receive from Ophys in accordance with these Terms & Conditions and applicable laws.

10. ASSIGNMENT, ACCEPTANCE & COMPENSATION

Project Participation

Your participation in Projects is always at your discretion. Ophys makes no representation regarding the frequency or type of Project invitations you will receive.

Consultation Limits

To avoid conflicts of interest, experts may be limited in the number of consultations or total compensation based on their employment status.

Project Arrangements

All Projects must be arranged through Ophys. Direct contact with Clients outside of Ophys systems is prohibited without written consent.

11. ANTI-CORRUPTION COMPLIANCE

You acknowledge awareness of and compliance with the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and all applicable anti-corruption laws.

You shall not:

✗Offer or accept anything of value to influence official actions
✗Pay bribes or kickbacks to obtain or retain business
✗Improperly induce anyone to provide confidential information

12. NON-SOLICITATION OF CLIENTS

Membership in the Ophys Network is non-exclusive with no minimum time commitment.

For Clients introduced through Ophys, you agree not to solicit projects or enter consulting arrangements directly for one year without Ophys's written permission.

13. INTELLECTUAL PROPERTY

Content Ownership

You represent that any materials you provide are your intellectual property or you have necessary permissions.

Project Content

Content created for Clients becomes Client property

Retained Content

You retain ownership of pre-existing content

Recordings

You consent to Clients recording consultations for their internal use and compliance purposes.

14. PAYMENT TERMS

Payment Process

You must request payment through Ophys systems within 30 days of Project completion. Payments are based on agreed rates and actual consultation time.

Payment Calculation

•Hourly consultations paid for actual time spent
•Project-based work paid per agreed terms
•Post-project attestations required for payment

Tax Responsibility

You are responsible for all applicable taxes on payments received from Ophys.

15. AGREEMENT DETAILS

Limitation of Liability

Ophys's liability is limited to direct damages only. Neither party shall be liable for indirect, consequential, or punitive damages.

Dispute Resolution

Disputes shall be resolved through mutual consultation, followed by binding arbitration if necessary.

Arbitration shall be conducted in Singapore under Singapore law.

Governing Law

These Terms & Conditions are governed by the laws of Singapore.

16. TERMINATION

Either party may terminate this agreement at any time. Ophys reserves the right to limit or terminate membership for any reason.

Surviving Provisions

Confidentiality, non-solicitation, intellectual property, and liability provisions survive termination.

ACKNOWLEDGMENT

By participating in the Ophys Network, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.