Terms of Access

An “Authorized Recipient” is a person whom Nurvia has specifically invited or authorized to access the Data Room using that person’s individual name, verified email address, access link, password, authentication code, or other credentials.

The “Evaluation Purpose” means evaluating a possible investment, financing, commercial relationship, employment relationship, advisory relationship, acquisition, partnership, vendor relationship, or other potential transaction or relationship with Nurvia.

“Materials” means all information made available through or in connection with the Data Room, including:

• Documents, presentations, spreadsheets, financial information, capitalization information, forecasts, models, product demonstrations, videos, images, diagrams, architecture materials, research, source lists, customer information, contracts, legal materials, business plans, pricing, market analysis, technical information, trade secrets, and intellectual property
• The organization, arrangement, selection, presentation, and structure of the Data Room
• Information communicated through messages, annotations, electronic-signature requests, meetings, demonstrations, or follow-up discussions
• Information derived from, summarizing, describing, or reflecting any Data Room content

“Representatives” means your attorneys, accountants, financial advisors, employees, partners, members, officers, directors, or other professional representatives who have a legitimate need to review the Materials for the Evaluation Purpose.

All Materials are confidential and proprietary to Nurvia or to a third party that has authorized Nurvia to disclose them.

You must protect the Materials using at least the same degree of care you use to protect your own highly confidential information, and no less than reasonable care.

You may use the Materials solely for the Evaluation Purpose.

You may not use the Materials:

• For commercial, competitive, operational, recruiting, investment-sourcing, publicity, marketing, or product-development purposes
• To disadvantage Nurvia or any person or organization referenced in the Materials
• To contact customers, prospects, employees, contractors, artists, managers, agencies, vendors, advisors, investors, or other parties identified or described in the Materials without Nurvia’s prior written consent
• To identify or attempt to identify any de-identified person, business, prospect, customer, partner, or organization
• To create or improve a competing product, service, dataset, model, workflow, feature, interface, or business
• For any purpose unrelated to evaluating a possible relationship with Nurvia

You may disclose Materials to a Representative only when:

• The Representative has a legitimate need to know the information for the Evaluation Purpose.
• Nurvia has approved that Representative’s access, or the Representative has received separate access from Nurvia.
• The Representative is bound by confidentiality obligations at least as protective as these Terms.
• You remain responsible for the Representative’s compliance.

You may not satisfy this provision by forwarding your personal access link.

Confidentiality obligations do not apply to information that you can demonstrate through contemporaneous written records:

• Became publicly available through no breach of these Terms or another obligation.
• Was lawfully known to you before disclosure by Nurvia.
• Was lawfully received from a third party without a confidentiality restriction.
• Was independently developed without using or referring to the Materials.

A combination of information is not excluded merely because individual elements are publicly available.

When legally required to disclose Materials, you must, to the extent legally permitted:

• Promptly notify Nurvia in writing.
• Provide sufficient information for Nurvia to seek confidential treatment or other protection.
• Cooperate reasonably with Nurvia.
• Disclose only the minimum information legally required.
• Use reasonable efforts to obtain confidential treatment.

Your confidentiality obligations continue for as long as the Materials remain confidential.

Obligations relating to trade secrets continue for as long as the applicable information remains protected as a trade secret under applicable law.

Upon Nurvia’s request or termination of your access, you must stop using the Materials and permanently delete or destroy any authorized copies in your possession or control, except for archival copies required by law or automatically maintained through routine backup systems.

Any retained archival copy remains subject to these Terms.

• Download, save, export, print, copy, reproduce, republish, distribute, transmit, or store Materials
• Take screenshots or photographs
• Make a screen recording, video recording, audio recording, or remote-session recording
• Use a phone, camera, external capture device, virtual camera, screen-sharing tool, or secondary device to record Materials
• Use optical character recognition, transcription software, document extraction software, browser extensions, accessibility tools for extraction, or similar methods to reproduce Materials
• Manually transcribe substantial portions of Materials
• Reconstruct a document from memory, notes, partial captures, extracted text, metadata, or page images for distribution or reuse

• Upload, submit, paste, transmit, or expose Materials to any generative artificial-intelligence system, large language model, machine-learning platform, external summarization service, transcription service, data-analysis service, or similar third-party tool
• Use Materials to train, fine-tune, evaluate, test, benchmark, prompt, ground, or improve an artificial-intelligence model
• Use bots, crawlers, scrapers, browser automation, headless browsers, scripts, automated agents, or bulk extraction tools
• Use automated systems to index, archive, summarize, classify, compare, or analyze Materials

This restriction does not prohibit ordinary functionality operated directly by Nurvia as part of the Data Room.

• Bypass, disable, defeat, interfere with, or test access controls
• Avoid or remove a watermark, identity stamp, access log, viewing restriction, event record, rate limit, expiry mechanism, authentication requirement, or security feature
• Modify your device, browser, operating system, network traffic, headers, scripts, or Data Room code to avoid logging or attribution
• Inspect, reverse engineer, decompile, disassemble, probe, scan, or attempt to discover nonpublic code, endpoints, APIs, security methods, or technical architecture of the Data Room
• Access a document, folder, account, endpoint, or feature for which you have not been authorized
• Conceal, falsify, or manipulate your identity, network information, device information, location information, or activity

• Use Materials for competitive intelligence, benchmarking, solicitation, public commentary, media reporting, litigation development, or commercial exploitation
• Publicly discuss the existence, content, performance, design, security, or functionality of the Data Room
• Represent that Nurvia has authorized, endorsed, partnered with, or entered into a transaction with you when it has not
• Introduce malware, harmful code, credential-harvesting tools, or disruptive technologies
• Interfere with the integrity, availability, performance, or security of the Data Room
• Use the Data Room in violation of applicable law, sanctions, export restrictions, contractual obligations, or third-party rights

Ordinary temporary browser caching that occurs automatically and is not intentionally retained or accessed outside the Data Room does not, by itself, violate this section.

To protect confidential information, operate the Data Room, measure engagement, investigate misuse, and maintain an audit record, Nurvia may collect and retain information about your access and activity, including:

• Your name, email address, organization, title, and authentication information
• Internet Protocol address and approximate network-derived location
• Device, browser, operating system, screen, network, language, and technical identifiers
• Login times, access times, failed access attempts, authentication events, and session duration
• Documents, folders, pages, images, and videos opened or viewed
• Time spent viewing particular Materials
• Navigation paths, clicks, scrolling, pointer movement, page visibility, and interaction events
• Signature, consent, acceptance, and agreement events
• Search activity and feature usage
• Security alerts, suspected capture activity, unusual behavior, and policy violations
• Session identifiers, watermark identifiers, and forensic attribution information

The Data Room may use session-replay or similar technologies that reconstruct how a session interacted with the Data Room, including page navigation, clicks, scrolling, and pointer movement.

Nurvia does not intend to use these tools to collect passwords, payment-card information, or information entered into unrelated third-party services.

Your interactions with the Data Room should not be considered private from Nurvia, subject to applicable law and the Nurvia Privacy Policy.

Materials may contain visible or invisible watermarks, identity stamps, session identifiers, recipient information, timestamps, document identifiers, access codes, or other forensic markings.

These markings may be unique to you, your organization, your session, or a particular document view.

You may not remove, conceal, crop, blur, alter, obscure, or avoid any such marking.

Nurvia may use Data Room activity records for:

• Authentication and access control
• Security, fraud prevention, and incident investigation
• Data Room operation and improvement
• Audit, compliance, and recordkeeping
• Understanding recipient engagement
• Enforcing these Terms or a separate NDA
• Establishing the origin of an unauthorized disclosure
• Responding to legal process
• Protecting Nurvia, its users, and third parties
• Supporting or defending legal claims

Collection and use of personal information are further described in the Nurvia Privacy Policy.

Access to the Data Room and receipt of the Materials do not, by themselves, constitute:

• An offer to sell any security
• A solicitation of an offer to purchase any security
• Investment advice
• A recommendation
• Legal advice
• Tax advice
• Accounting advice
• A promise to enter into any transaction

Any offer or sale of securities may be made only through definitive documents, to qualified recipients, in compliance with applicable law, and subject to the terms and risk disclosures contained in those documents.

You are responsible for conducting your own investigation and evaluation.

You should rely on your own legal, financial, tax, accounting, technical, and other professional advisors.

Nurvia is not acting as your fiduciary, broker, dealer, investment adviser, attorney, accountant, or agent.

Materials may be:

• Preliminary
• Unaudited
• Incomplete
• Illustrative
• Based on estimates or assumptions
• Subject to change
• Prepared for internal planning rather than external reliance

Nurvia has no obligation to update Materials or notify you when information changes, except as expressly agreed in a definitive written agreement.

Materials may include projections, goals, estimates, forecasts, expected milestones, market assumptions, product plans, fundraising plans, and other forward-looking statements.

These statements involve risks, assumptions, and uncertainties. Actual results may differ materially.

Historical results do not guarantee future performance.

Except as expressly included in a definitive agreement signed by Nurvia, no statement in the Data Room constitutes a representation, warranty, covenant, or guarantee.

Nothing in these Terms disclaims liability that cannot legally be disclaimed, including liability for fraud or intentional misrepresentation.

Before commencing arbitration or litigation, the complaining party must send written notice describing:

• The nature of the dispute
• Relevant facts
• The requested relief
• Contact information for the complaining party

Notices to Nurvia must be sent to legal@nurvia.app with the subject line “Legal Dispute Notice.”

The parties will attempt in good faith to resolve the dispute for 30 days after receipt of notice.

Except for the exceptions below, any dispute, claim, or controversy arising out of or relating to these Terms, the Data Room, the Materials, or your relationship with Nurvia will be resolved through final and binding individual arbitration.

The Federal Arbitration Act governs this arbitration provision.

The American Arbitration Association will administer the arbitration under its applicable Commercial Arbitration Rules.

The arbitration will:

• Be conducted by one neutral arbitrator
• Take place in San Francisco County, California, unless the parties agree otherwise
• Permit remote participation when allowed by the arbitrator
• Be conducted in English
• Be confidential to the extent permitted by law

The arbitrator may award any individual remedy available in court, but may not combine claims or award relief for anyone other than the individual parties to the arbitration.

Judgment on the award may be entered in a court of competent jurisdiction.

Either party may:

• Bring an eligible individual claim in small claims court.
• Seek injunctive or equitable relief in court for unauthorized access, confidentiality breaches, intellectual-property infringement, security circumvention, or misuse of Materials.
• Seek judicial assistance to compel arbitration or enforce an arbitration award.
• Report conduct to a government or regulatory authority.

To the fullest extent permitted by law, disputes must be brought individually.

Neither party may bring or participate in a:

• Class action
• Collective action
• Consolidated action
• Representative action
• Private attorney general action
• Class arbitration

An arbitrator may not combine the claims of more than one person without the written agreement of all parties.

If this class-action waiver is finally found unenforceable for a particular claim, that claim must proceed in court and not in arbitration.

You may opt out of the arbitration provision by sending written notice to legal@nurvia.app within 30 days after you first accept these Terms.

Your notice must:

• Use the subject line “Arbitration Opt-Out”
• State your full legal name
• Identify the email address used for Data Room access
• Clearly state that you are opting out of arbitration under the Nurvia Data Room Terms of Access

Opting out of arbitration does not affect the remaining Terms.

When arbitration does not apply, or when a claim is permitted to proceed in court, the parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

You may not assign, transfer, delegate, or sublicense your rights or obligations under these Terms without Nurvia’s prior written consent.

Nurvia may assign these Terms to an affiliate, successor, acquirer, or entity involved in a merger, reorganization, financing, asset transfer, or sale of all or substantially all of its business or assets.

Nurvia is not liable for delay, interruption, or failure caused by events beyond its reasonable control, including internet failures, infrastructure failures, cyberattacks, labor disputes, natural disasters, governmental actions, war, terrorism, civil unrest, utility failures, or third-party service interruptions.

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable. If modification is not possible, it will be severed, and the remaining provisions will continue in effect.

Failure to enforce a provision is not a waiver.

A waiver must be in writing and signed by an authorized Nurvia representative.

A waiver of one breach is not a waiver of another breach.

These Terms do not create an agency, partnership, employment relationship, fiduciary relationship, joint venture, franchise, or other special relationship.

Neither party may bind the other without express written authorization.

Except for persons entitled to indemnification or liability protection under these Terms, no third party has a right to enforce these Terms.

These Terms, the Nurvia Privacy Policy, any separately signed NDA, and any applicable definitive written agreement constitute the complete agreement concerning your Data Room access.

They supersede prior communications concerning Data Room access, but do not supersede obligations in a signed NDA or definitive transaction agreement except as expressly stated.

Electronic copies of these Terms, acceptance records, signature records, and related notices are treated as originals.

Headings are provided for convenience and do not limit the meaning of any provision.

The following provisions survive suspension, expiration, revocation, or termination of access:

• Confidentiality
• Restrictions on use and disclosure
• Ownership and intellectual property
• Monitoring records and forensic attribution
• No securities offer and no advisory relationship
• Disclaimers
• Limitation of liability
• Indemnification
• Equitable relief
• Dispute resolution
• Governing law
• General terms
• Any provision that by its nature should survive