TERALYS CAPITAL (INNOVATION FUND) INC.

PRIVACY AND PERSONAL INFORMATION PROTECTION POLICY – EXTERNAL VERSION – BILL 25

At Teralys Capital (“Teralys“, “we“, “us“, or “our“), we want to be transparent about how we collect, use and disclose your personal information. This Privacy Policy describes how and for what purposes Teralys collects, uses, shares or otherwise processes your personal information, as well as the steps we take to protect the confidentiality of your personal information when we offer our services as a private fund manager, when you visit our website https://www.teralyscapital.com/ (“Website“), when you log in to our investor portal (” Portal“), or when you contact us in person, by phone or by email, including when you apply for a career opportunity at Teralys or seek funding for a venture capital fund you represent.

1. DEFINITION OF “PERSONAL INFORMATION”

This Privacy Policy applies to “personal information”, which is any information that allows us to directly or indirectly identify you. Note that some of the information we identify in this Policy as personal information may be excluded from certain obligations under applicable privacy laws (e.g., business contact information).

2. WHAT PERSONAL INFORMATION DO WE COLLECT ABOUT YOU, AND WHY?

In general, we collect the following personal information about you:

• • Business contact information. We collect your business contact information directly from you, such as your name, title, phone number, and email address. We use this information to send you communications and to provide you with information about investments, investment projects or investment opportunities.
  • Financial information of our investors.  We collect your bank account details, such as your financial institution, bank account number and necessary information directly from you.  We use this information to make distributions to which you are entitled as an investor.
  • Tax compliance information we collect from our investors.  We may collect certain personal information directly from you, such as your name, address, social insurance number or other tax identification number, date of birth, tax residence and country of citizenship.  We use this personal information as part of our tax compliance obligations.
  • Professional information we collect in the course of due diligence.  We collect professional information as part of the due diligence we conduct to select eligible investment projects.  We may also collect information from third-party credit reporting agencies and criminal background check providers, to the extent necessary to determine your eligibility as a key person in connection with these projects, and only to the extent permitted by applicable law.
  • Communications Information. If you communicate with us by email, telephone, in person, or by any other means, we collect the personal information you provide to us in order to respond to your message. This may include your email address and the content of your communications.
  • Professional information we collect if you apply for a job at Teralys. This includes information you provide directly in your resume and cover letter. We may also collect information from third-party credit reporting agencies and criminal background check providers, to the extent necessary to determine your eligibility for certain professional positions, and only to the extent permitted by applicable laws.

3. HOW DO WE USE YOUR PERSONAL INFORMATION?

We may use your personal information for the following purposes:

• • Provide or offer our services, including our Portal. We may use your personal information, as appropriate, to provide you with our services, including to manage and facilitate the use of our Portal when you access it.   When you visit our Website, strictly necessary cookies are automatically placed on your device. These cookies are essential for the proper functioning of the Website and allow you to use its basic features, such as navigating between pages, remembering your language preferences, and managing your session. These cookies do not collect information about you for marketing or profiling purposes. Due to their essential nature, these cookies cannot be disabled.
  • Pay distributions in accordance with our distribution policy. We use your financial information only to process distributions to which you are entitled as an investor.
  • To meet our tax obligations.  We may use your personal information to file any returns, slips, forms, notices or other documents required to comply with the requirements of the relevant tax authorities.
  • Evaluation of your candidacy as a key person in an investment project. We may use the information you provide to us as part of your application as a key person for a fund you represent to assess your eligibility, review your application and communicate with you about it.  This information may also be used to conduct due diligence as part of our selection, compliance and due diligence processes.
  • Communicate with you. If you contact us with a question or request information, we may use your personal information to respond to you. We may also communicate with you for business development purposes, to promote our services, and to notify you about changes to our services.
  • Evaluation of your application. We may use the information you provide to us in connection with your application for a career opportunity at Teralys to review and respond to your application, as well as to assess your suitability for current and future employment opportunities.
  • For other purposes permitted or required by law. We may use personal information without your consent where we are permitted or required to do so by law, such as to comply with a legal obligation or to protect Teralys’ rights, or to detect, prevent, and investigate suspicious, unauthorized, fraudulent, illegal, or unlawful activity.

4. HOW DO WE SHARE YOUR PERSONAL INFORMATION?

In certain circumstances, Teralys will share your personal information with the following third parties, to the extent permitted by applicable law.

• • Service Providers. We share your personal information with service providers so that they can perform certain services on our behalf (e.g., fund administration, legal and tax services, technology, hosting and investor portal services (the Portal), criminal background checks and credit reporting providers). Teralys will protect personal information disclosed to third parties through contractual agreements requiring such third parties to adhere to confidentiality and security procedures.
  • Portfolio investments. We may disclose some of your personal information to funds or portfolio companies, including in connection with the transmission of tax forms, where such disclosure is required under applicable tax laws.
  • Commercial transactions. We may share your personal information in connection with a merger, sale of assets, financing, or acquisition of all or a portion of our business by another entity or investors, or in negotiations relating to such business transactions.
  • For other purposes permitted or required by law. In certain circumstances, we may be required to share your personal information if required to do so by law or in response to lawful requests from competent authorities, or as necessary to protect our rights, defend ourselves in legal proceedings or other proceedings, or prevent or investigate possible misconduct in connection with the Services.

5. HOW DO WE PROTECT YOUR PERSONAL INFORMATION?

We protect and retain your personal information by using physical, technical and administrative security measures appropriate to the volume and sensitivity of the information, the purposes for which it is intended and the format in which it is stored, including security measures to protect your information against loss and theft, as well as against access,  unauthorized communication, copying, use, or modification. Specifically, we implement the following measures to protect your personal information:

• • Internal policies and procedures that define the roles and responsibilities of our employees, representatives and service providers throughout the information lifecycle and limit their access based on what is necessary for them to know;
  • Physical, technical and administrative security measures in accordance with current standards to protect personal information;
  • Where information is collected or stored in electronic format, technical safeguards such as encryption, firewalls, passwords, anti-virus software and similar measures; 
  • A designated Privacy Officer to monitor Teralys’ compliance with applicable privacy laws;
  • Procedures for receiving, investigating, and responding to complaints or inquiries regarding Teralys’ information-handling practices; and
  • Contractual protections to ensure that the service providers with whom we share personal information maintain adequate safeguards and security standards.

If you have reason to believe that personal information has been compromised or accessed, used or disclosed in an unauthorized manner, please contact us at admin@teralyscapital.com.

6. CROSS-BORDER TRANSFERS

Our processing of your personal information may involve a transfer of information outside of Quebec and/or Canada and your personal information may be subject to the law of a foreign jurisdiction, including any law authorizing or requiring the disclosure of the information to the government, government agencies, courts and law enforcement authorities in that jurisdiction.

7. YOUR PRIVACY RIGHTS

Under the applicable privacy laws in the area where you reside, you may have the following rights with respect to your personal information, subject to limited exceptions provided by those laws:

• • Right to Information: You have the right to ask us questions about the processing of your personal information, including questions about the categories of individuals who have access to your personal information within Teralys and the applicable retention period. 
  • Right of access. You may ask us whether we hold any personal information about you and, if so, you may request access to that personal information. Depending on the laws applicable in the region where you reside, you may have the right to request that we disclose to you (and a third party, if applicable) the personal information you have provided to us in a structured, commonly used technology format. 
  • Right to rectification. You have the right to ask us to correct any personal information that you believe to be incorrect or ambiguous and to complete any information that you believe to be incomplete. 
  • Right to withdraw consent. You may withdraw your consent to the processing of your personal information to the extent permitted by law and our contractual obligations. However, you understand that if you do so, you will no longer be able to benefit from our products and services. 

To exercise your privacy rights, please contact us using the contact information provided in the Contact Us section below.

8. RETENTION

We will retain your personal information for as long as necessary to fulfill the purposes for which it was collected. However, we may retain your personal information for a longer period of time if necessary to comply with our legal and regulatory obligations with respect to information retention.

9. UPDATES TO THIS POLICY

This Policy is effective as of the effective date set forth above and may be amended from time to time in our sole discretion. We recommend that you review this Policy periodically, as it may be updated or revised from time to time. If we make material changes, we will take reasonable steps to notify you, including posting the revised Policy on our Website with sufficient notice.

10. CONTACT US

If you have any questions about our data protection and privacy practices, or this Policy, please contact our Privacy Officer in writing at admin@teralyscapital.com.