Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the services, website, communications, materials, and advisory activities provided by Xeniton Corp., a Delaware corporation doing business as Nuverum Ventures and Nuverum ("Nuverum," "Firm," "we," "us," or "our").

By accessing the Nuverum website, communicating with the Firm, engaging the Firm's services, or otherwise interacting with Nuverum Ventures, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

If you do not agree to these Terms, you must not access or use the Firm's services.

2. Nature of the Firm & Services

Nuverum Ventures operates as an independent strategic advisory, business development, capital formation support, and corporate introductions platform.

The Firm may provide services including, but not limited to:

• strategic fundraising advisory and preparation;
• investor outreach support and research;
• investor relations preparation;
• business development and strategic introductions;
• pitch deck review, drafting, and redesign;
• due diligence preparation support;
• market and industry research;
• capital markets advisory support;
• real estate advisory and mandate support;
• commercial relationship facilitation; and
• other related consulting and strategic advisory services.

The Firm reserves the right to modify, suspend, expand, or discontinue any service offering at any time without notice.

3. Regulatory Status

United States Activities

Certain securities-related activities conducted in the United States may be performed through arrangements involving Finalis Securities LLC ("Finalis"), a FINRA/SIPC member broker-dealer.

Securities are offered through Finalis Securities LLC, Member FINRA/SIPC. Xeniton Corp. (dba Nuverum Ventures / Nuverum) is not a registered broker-dealer, investment adviser, or FINRA member. Finalis Securities LLC and Nuverum Ventures are separate and unaffiliated entities.

Finalis Securities LLC:

• Office of Supervisory Jurisdiction: 450 Lexington Ave, New York, NY 10017
• Telephone: 800-962-0418

Additional disclosures:

• Finalis Privacy Policy
• Finalis Business Continuity Plan
• Finalis Form CRS
• FINRA BrokerCheck

Any securities activity requiring broker-dealer registration under applicable United States law shall be conducted exclusively through appropriately authorised regulatory structures.

European Union Activities

Nuverum Ventures does not currently operate as a MiFID II investment firm, tied agent, broker-dealer, crowdfunding platform, alternative investment fund manager, or regulated securities intermediary within the European Union.

The Firm's current activities are structured outside the regulated investment services perimeter under Directive 2014/65/EU ("MiFID II") and equivalent implementing legislation in applicable EU member states.

Accordingly, the Firm does not currently provide regulated investment services including, but not limited to:

• investment advice;
• portfolio management;
• execution of orders;
• reception and transmission of orders;
• dealing on own account;
• custody of client assets;
• underwriting; or
• regulated placement activities.

The Firm may maintain relationships with regulated financial institutions, legal advisors, compliance professionals, and counterparties in various jurisdictions for operational, strategic, compliance, or future planning purposes.

4. No Investment Advice or Solicitation

All materials, communications, website content, presentations, research, commentary, and information provided by Nuverum Ventures are for informational and commercial purposes only.

Nothing provided by the Firm constitutes:

• investment advice;
• legal advice;
• tax advice;
• accounting advice;
• regulatory advice;
• a recommendation regarding securities or financial instruments;
• a solicitation to buy or sell securities;
• an offer of securities;
• a commitment to arrange financing; or
• a guarantee of any investment outcome.

Any references to capital raising, investors, fundraising, placements, financing, acquisitions, or transactions are illustrative and informational only unless otherwise expressly documented in a signed written agreement.

Users and counterparties remain solely responsible for obtaining independent professional advice prior to making any investment, financing, legal, tax, or commercial decision.

5. Private Placements & Investment Risk Disclosure

Investments in private companies, private placements, venture transactions, real estate, and alternative assets involve substantial risk.

Such investments may:

• be speculative;
• be illiquid;
• involve substantial transfer restrictions;
• lack public market pricing;
• involve complete loss of capital;
• be subject to dilution;
• involve limited financial disclosure; and
• carry significant business, operational, market, and regulatory risks.

Prospective investors should conduct their own independent due diligence and consult with their own legal, tax, accounting, regulatory, and financial advisors before making any investment decision.

Past performance does not guarantee future results.

6. Compensation & Fees

The Firm may charge:

• retainers;
• consulting fees;
• success fees;
• milestone-based compensation;
• advisory fees;
• real estate commissions;
• research fees; or
• other negotiated compensation structures.

Success fee arrangements, where applicable, are governed exclusively by separate written engagement agreements.

Illustrative fee percentages referenced in marketing materials or communications are indicative only and do not constitute binding commercial terms.

Unless otherwise agreed in writing:

• invoices are due upon receipt;
• fees are non-refundable once work has commenced;
• taxes are additional;
• late payments may accrue interest; and
• the Firm may suspend services for non-payment.

The Firm reserves the right to reject or terminate any engagement at its sole discretion.

7. Client & Counterparty Obligations

You agree that you will:

• provide accurate and complete information;
• comply with all applicable laws and regulations;
• not misrepresent information to investors, counterparties, or regulators;
• conduct your own due diligence;
• maintain responsibility for your own securities law compliance;
• not rely exclusively on the Firm for legal or regulatory guidance; and
• use the Firm's services only for lawful purposes.

You acknowledge that all investment, financing, fundraising, acquisition, and transactional decisions remain solely your responsibility.

8. Confidentiality

The Firm may exchange confidential, commercially sensitive, financial, strategic, legal, operational, or regulatory information in connection with prospective or active engagements.

You agree not to disclose, reproduce, distribute, or misuse confidential information belonging to the Firm or its counterparties except where expressly authorised in writing.

The Firm reserves the right to withhold sensitive information where disclosure is not operationally necessary.

Confidentiality obligations survive termination of any relationship with the Firm.

9. Intellectual Property

Unless otherwise agreed in writing:

• the Firm retains ownership of its methodologies, templates, databases, workflows, systems, branding, research processes, and proprietary materials;
• clients receive a limited non-transferable licence to use deliverables for internal business purposes;
• no rights are granted to reproduce or commercially exploit Firm materials without consent.

The Firm may reference client names, logos, or general engagement descriptions for marketing or credential purposes unless otherwise agreed.

10. Website & Communications Disclaimer

The Nuverum Ventures website and all associated communications are provided on an "as-is" and "as-available" basis.

The Firm does not guarantee:

• accuracy;
• completeness;
• timeliness;
• uninterrupted access;
• suitability for any purpose; or
• freedom from errors or omissions.

Market data, valuations, projections, estimates, commentary, opinions, and informational materials may change without notice.

The Firm assumes no obligation to update any content.

Products or services referenced on the website may not be available in all jurisdictions.

11. No Fiduciary Relationship

Nothing contained in these Terms, any communication, or any engagement with the Firm shall create:

• a fiduciary relationship;
• an investment advisory relationship;
• a brokerage relationship;
• an agency relationship;
• a partnership;
• a joint venture; or
• an employment relationship.

Nuverum Ventures acts solely as an independent contractor unless expressly agreed otherwise in writing.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• the Firm's total aggregate liability shall not exceed the fees actually paid to the Firm during the preceding twelve (12) months;
• the Firm shall not be liable for indirect, incidental, consequential, punitive, special, or exemplary damages;
• the Firm shall not be liable for investment losses, failed transactions, missed opportunities, valuation declines, regulatory actions, or third-party conduct.

You acknowledge that transactions involving capital raising, investments, and business development inherently involve risk.

13. Indemnification

You agree to indemnify, defend, and hold harmless Nuverum Ventures, Xeniton Corp., its officers, directors, contractors, employees, advisors, affiliates, and counterparties from and against any claims, liabilities, damages, losses, expenses, or legal costs arising out of:

• your misuse of the Firm's services;
• your violation of applicable law;
• inaccurate or misleading information provided by you;
• your investment or transactional decisions; or
• your breach of these Terms.

14. Termination

The Firm may suspend or terminate access to services at any time, with or without notice, including where the Firm believes:

• regulatory concerns exist;
• inaccurate information has been provided;
• reputational risk exists;
• payment obligations are outstanding; or
• continued engagement is not commercially appropriate.

Upon termination:

• accrued payment obligations survive;
• confidentiality obligations survive; and
• intellectual property protections survive.

15. Jurisdictional Restrictions

The Firm does not represent that materials, services, or transactions referenced on its website are appropriate or lawful in all jurisdictions.

Users accessing the website from outside the United States do so at their own initiative and remain responsible for compliance with local laws.

The Firm reserves the right to refuse service in any jurisdiction.

16. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms or the Firm's services shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

17. Amendments

The Firm reserves the right to modify, amend, or update these Terms at any time without prior notice.

Continued use of the website or services following any amendment constitutes acceptance of the revised Terms.

18. Contact Information

Nuverum Ventures

Email: info@nuverum.com
Website: https://www.nuverum.com

For regulatory, legal, or compliance-related inquiries, please contact the Firm directly.