Terms of Use

Terms of Use Effective: as of the date set forth in the platform record. 1. Acceptance. By accessing or using the Nuvion participation environment, including the public website and the gated participation environment (collectively, the "Platform"), you agree to these Terms of Use ("Terms"). If you do not agree, do not access or use the Platform. 2. Operator and Structure. Nuvion Energy DAO LLC operates as the holding, treasury, and governance entity of the Platform. Nuvion Energy Ops LLC is the Texas-licensed operating entity. Each project is administered through a dedicated Special Purpose Vehicle ("SPV") with its own legal, economic, governance, and disclosure terms. References to "Nuvion" in these Terms include each of those entities as the context requires. 3. Eligibility and Access. Access to the public Platform is open subject to these Terms. Access to project-level participation in the gated environment is conditioned on the eligibility framework administered by the Platform, including, where applicable, accreditation verification under Rule 506(c) of Regulation D, jurisdictional eligibility, sanctions and anti-money-laundering screening, agreement acceptance, and any project-specific conditions. Access may be limited, conditioned, suspended, or revoked where jurisdictional, legal, regulatory, sanctions, or compliance considerations require it. 4. No Offer and No Advice. Nothing on the Platform is an offer to sell, a solicitation of an offer to buy, or a recommendation to acquire any security, digital instrument, or project participation interest. The Platform does not provide legal, tax, accounting, regulatory, or investment advice. Any offer of project participation will be made only through definitive offering materials at the SPV level and only to persons who satisfy the applicable eligibility requirements. 5. Account Responsibility. You are responsible for safeguarding your credentials, for the accuracy and completeness of the information you provide during registration and the eligibility review, and for all activity that occurs under your account. You agree to notify Nuvion promptly of any unauthorized access or suspected breach. 6. Acceptable Use. You agree not to (a) misuse the Platform, interfere with its operation, or attempt to circumvent security or access controls; (b) submit false, misleading, or impersonating information; (c) use the Platform to violate any law, regulation, or third-party right; (d) scrape, mass-download, or systematically extract content; (e) reverse-engineer or attempt to derive the source code; or (f) use the Platform in any sanctioned jurisdiction or in a manner inconsistent with applicable export-control or sanctions law. 7. Wallet Linkage and On-Chain Interactions. If you elect to link a wallet, you represent that you control the linked wallet and that your use of it complies with applicable law. On-chain interactions are inherently public and permanent. Nuvion is not liable for losses arising from your loss of private keys, smart-contract interactions you authorize, gas costs, network failures, congestion, or third-party wallet or infrastructure providers. 8. Project Participation. Project participation is governed by the offering materials and definitive agreements of the relevant SPV, which may include lock-up periods, transfer restrictions, allowlists, redemption provisions, distribution mechanics, and other rights and limitations. The Platform supports administration of those documents but does not modify or override them. 9. Intellectual Property. The Platform — including software, content, marks, and design — is owned by Nuvion or its licensors and is protected by intellectual-property law. Subject to your compliance with these Terms, Nuvion grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for its intended purpose. No other rights are granted. 10. Forward-Looking Statements. Statements about future operations, projected timelines, expected outcomes, illustrative economics, or strategic direction are inherently uncertain. Actual outcomes may differ materially. Do not rely on forward-looking statements as promises of future performance. 11. Disclaimer of Warranties. The Platform is provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or uninterrupted availability. Some jurisdictions do not allow certain warranty exclusions; in those jurisdictions, the exclusions apply to the maximum extent permitted by law. 12. Limitation of Liability. To the maximum extent permitted by law, Nuvion will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost goodwill, or business interruption, arising out of or relating to your use of or inability to use the Platform — even if Nuvion has been advised of the possibility of such damages. Nuvion's aggregate liability arising out of or relating to the Platform will not exceed the greater of one hundred U.S. dollars (USD 100) or the amounts you paid to Nuvion for use of the Platform during the twelve months preceding the event giving rise to the claim. 13. Indemnification. You agree to indemnify, defend, and hold harmless Nuvion and its affiliates, officers, directors, employees, and agents from and against any claim, loss, liability, damage, cost, or expense (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Platform, (b) your breach of these Terms, (c) your violation of law, or (d) your violation of any third-party right. 14. Governing Law and Disputes. These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The exclusive venue for any dispute relating to these Terms or the Platform is the state and federal courts located in Travis County, Texas, and you consent to personal jurisdiction in those courts. To the extent permitted by law, you waive any right to a trial by jury. 15. Modifications. Nuvion may modify these Terms by posting an updated version on the Platform. Material changes will be communicated through the Platform or by email where appropriate. Your continued use of the Platform after the effective date of the updated Terms constitutes acceptance. 16. Severability and Entire Agreement. If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect. These Terms, together with the Privacy Policy, the Disclaimer, and any project-level agreements you accept, constitute the entire agreement between you and Nuvion regarding the Platform. 17. Contact. For questions about these Terms, contact info@nuvionenergy.com.