NEI Terms of Service

Version: 1.0 · Effective September 16, 2026

Last updated: September 16, 2026

This document may be updated from time to time; see its Changes section.

These Terms govern use of the NEI platform (the "Platform") operated by New Era Ventures ApS (CVR 42329843), a Danish private limited company ("NEI"). By clicking "I agree" you accept these Terms, including the NEI Data Processing Addendum (the "DPA"). If you act on behalf of an organization, you represent that you are authorized to bind it, and "you" includes that organization. These Terms are subject to change as described in Section 12.

1. The service

The Platform supports the origination, negotiation and documentation of private-market transactions: deal records, secure document sharing with role- and stage-based access, messaging, and related workflow tools. Access is by invitation only; NEI creates accounts and may set roles and team membership. Subject to these Terms, NEI grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Platform for your internal business purposes.

2. Definitions

"User Content": content you or your organisation submit to the Platform - deal information, contributions and quotes, documents, notes, and messages.
"NEI Materials": the Platform itself, content NEI provides (including deal materials for NEI-sourced inventory), Market Data, and NEI's work product - including the matches and pairings NEI creates and the data points NEI derives or enriches.
"Market Data": issuer, pricing and market data made available on the Platform, whether delivered by third-party vendors or derived by NEI.
"Submitted Data": has the meaning given in the DPA.

Ownership boundary. Your contributions and quotes are yours by default and remain yours - ownership of what you bring never transfers to NEI, matched or not. When NEI connects your quote with NEI's own deals (a bid/ask match), what becomes NEI Materials is NEI's work product: the match itself and the derived, enriched market data point - never the underlying content you contributed. This is the same boundary that governs external data sharing (see the NEI Privacy Policy, Section 4).

3. Accounts and conditions of access

Keep credentials confidential; you are responsible for activity under your account.
Provide accurate profile information and keep it current.
Accounts are personal; no sharing.
Your access is conditional on: maintaining the licensed, professional, or otherwise eligible status on which access was granted; cooperating with KYC, AML, and sanctions screening; and the accuracy of the information you provided when requesting access.
Eligibility representations. Exactly one of the following applies to you, determined by where you are resident or established (as provided when you requested access):
- United States: you represent that you are an accredited investor or otherwise eligible under applicable US securities law.
- European Union / EEA: you represent that you qualify as a professional client or eligible counterparty within the meaning of MiFID II.
- Elsewhere: you represent that you are a professional, institutional, or otherwise sophisticated investor, that you may lawfully receive and transact in private-market securities under the laws applicable to you, and that on request you can provide a letter of exemption from a law firm confirming this.
NEI may suspend or deactivate accounts as described in Section 14.

4. Your content

You retain ownership of your User Content (see Section 2, Ownership boundary).
You grant NEI a license to host, process, display and transmit User Content as needed to operate the Platform, including making it available to transaction counterparties per the Platform's access rules, sharing transaction information and documents with the broker-dealer through which a transaction is executed and with service providers involved in executing it (for example an escrow agent), and to maintain, secure, improve and develop the Platform and NEI's services, for NEI's internal purposes only.
The license above is for operating and internally improving the Platform only. NEI does not share your content with third-party data partners (including MSCI): market data NEI shares externally derives from NEI's own deal activity - data points NEI has added information or value to (enriched quotes; deals NEI sourced, intermediated, verified, priced or matched), limited to the resulting market data point (price, size, instrument, transaction terms) - never your documents, client identities, untouched listings, or your organisation's identity as a party.
Listing warranty: when you or your organisation list a position, you represent and warrant that the listing is accurate and that you have verified ownership, instrument, transferability and any required issuer consent as a licensed professional party. NEI does not automatically verify or endorse user-submitted listings (see Section 7) and relies on this warranty.
You are responsible for having the rights to submit the content, including any third-party personal data in it (see the DPA).
You will not upload unlawful content, malware, or content that infringes others' rights.

5. Confidentiality and document sharing

Document visibility follows the Platform's access model (party side, deal stage, and per-document visibility settings). NEI does not guarantee against actions of counterparties who legitimately have access.
Material accessed through the Platform in connection with a transaction is subject to any confidentiality agreement between the transaction parties. Where a trade is concluded with NEI's involvement, NEI's standard Non-Circumvention and Non-Disclosure Agreement ("NCNDA") will be executed for that trade and will apply alongside these Terms (see Section 18). Where NEI is not involved in a transaction - for example where parties transact through their own document-sharing platforms under their own confidentiality agreements - the parties' own agreement governs that transaction and NEI's standard NCNDA does not bind you for it.
No extraction of Platform data - by any means or at any volume. This covers scraping and bulk export as much as manual copying, row by row or piece by piece: Platform data may be used only to evaluate and execute transactions on the Platform, and compiling, reproducing, or transferring it outside the Platform - regardless of method, volume, or pace - is prohibited. You may retain, copy, and export your own User Content and the records of transactions you are a party to (including documents you are entitled to retain as a party); the confidentiality obligations above continue to apply to what those records contain about others.

6. Acceptable use and use restrictions

You will access and use the Platform, NEI Materials, and any output derived from them only in conformance with these Terms, applicable Platform policies and documentation, and all applicable laws (including securities regulation).

You will not:

attempt unauthorized access, probe security without written permission, or interfere with service operation;
breach, or attempt to breach or circumvent, any security or authentication measure used by the Platform;
reproduce the Platform or any part of it, or build a product or service derived from it;
sublicense, resell, rent, or otherwise make your access available to any third party;
remove or obscure any copyright, trademark, confidentiality, or other proprietary notice;
decompile, disassemble, or otherwise reverse engineer the Platform or NEI Materials, or attempt to discover their structure, algorithms, internals, protocols, or source code, except to the extent applicable law expressly permits this notwithstanding a contractual prohibition;
submit, store, distribute, or transmit material that is false, deceptive, misleading, defamatory, obscene, infringing, harassing, discriminatory, or otherwise illegal, that facilitates illegal activity, or that causes damage or injury to any person or property - or permit any third party to do so. For a listings platform this includes, in particular, false or misleading deal or listing information (see the listing warranty in Section 4).

Automated access and AI:

You will not use Platform data - listings, pricing, Market Data, documents, or any data derived from them - to train, fine-tune, validate, or develop machine-learning or artificial-intelligence models, or to build or enrich any competing dataset, index, or product.
You will not access the Platform by automated means (bots, crawlers, scrapers, or other data-ingestion tools) to collect content, replicate data, or gather competitive intelligence (see also Section 5: no extraction by any means or volume).
You will not submit content obtained through the Platform - in particular documents shared with you through the Platform and counterparty information - to any third-party AI tool or service. Doing so is a disclosure of confidential information and a breach of Section 5. AI features that NEI itself provides on the Platform are permitted.
You will not access the Platform through AI agents or other automated clients, or build integrations against it, without NEI's prior written authorization; the Platform's intended interfaces are the only supported access. For clarity: causing or permitting an AI agent, autonomous software system, large language model, MCP client or server, or other automated caller to access the Platform for, on behalf of, or in response to instructions originating from a third party constitutes making your access available to that third party (prohibited above).

For its part, NEI may train and use its own machine-learning models to operate and improve the Platform (for example, to match deals better based on prior platform data) - this is internal use under Section 4. NEI does not use your content to train third-party AI or machine-learning models.

7. NEI's role and your responsibility

NEI provides the Platform and related facilitation services. NEI is not a party to transactions between users, does not provide investment, legal or tax advice, and does not guarantee the accuracy of information submitted by users or third-party data vendors. NEI is not itself registered as a broker-dealer or investment firm; where a transaction requires regulated securities activity, that activity is conducted through the broker-dealer identified in the course of the transaction (see the NEI Platform Disclosures).

Verification:

NEI-sourced inventory: for deals NEI itself sources and brings to market, NEI performs its verification process (ownership, instrument, transfer restrictions, issuer consent - checked at a point in time).
User-listed inventory: listings submitted by other users or organisations are not automatically verified or endorsed by NEI. There, verification is the listing party's responsibility (see Section 4 - the listing party warrants it), and NEI relies on that warranty as a licensed counterparty's professional confirmation. Platform presence of a listing is not an NEI endorsement.
In neither case does verification constitute investment advice, a recommendation, or a guarantee that a transaction will close.

Content moderation. NEI has no obligation to monitor User Content, but reserves the right, at its sole discretion, to flag, annotate, correct, suspend, or remove from the Platform any listing, quote, or other content it believes to be inaccurate, false, misleading, or in breach of these Terms, and to inform affected users that it has done so and why. Removal ends the content's availability on the Platform; underlying records are retained per Section 14 and the retention schedule. Account-level consequences follow Section 14.

Your use, your decisions. It is your responsibility to determine whether use of the Platform is appropriate for your purposes. You are responsible for your use of the Platform and for decisions made on the basis of its output - matches, pricing, Market Data, and other results - and you acknowledge that the Platform may not achieve the results you desire. Platform output is a tool, not advice.

8. Fees

NEI is compensated on success: if a transaction NEI matched closes, NEI earns a fee, included in the total fees stated upfront for the transaction. Typical fee ranges and payment mechanics are described in the NEI Platform Disclosures; fee levels may change over time. You are responsible for your own taxes. You will not circumvent the Platform or NEI to avoid fees on a transaction or relationship originated through an introduction made via the Platform for a period of 12 months after the introduction, unless a different period is set out in the applicable NCNDA or other transaction documents for that transaction, in which case that period applies. The applicable NCNDA is renewed each time there is activity on a transaction.

9. Market data

Issuer, pricing and market data on the Platform may originate from third-party vendors and is provided as delivered, for use within the Platform only; no redistribution (and no model training - see Section 6).

10. Privacy and data processing

NEI's processing of personal data is described in the NEI Privacy Policy. Where you submit personal data of third parties, the NEI Data Processing Addendum applies; it is accepted together with these Terms. NEI records your acceptance of these Terms (who, when, which version) and retains that record as evidence of agreement.

Records of transactions and of communications made on or through the Platform in connection with a transaction may be retained for as long as applicable law or regulation requires - including securities record-keeping rules applicable to NEI or to the broker-dealer through which a transaction is executed - and retention required by law prevails over a deletion or erasure request to the extent of that requirement.

11. Support and bug reporting

You are not entitled to any support or maintenance under these Terms. Technical support may be offered by NEI at its sole discretion; contact contact@nei.io. Report bugs to contact@nei.io. Report suspected security vulnerabilities to contact@nei.io (see the NEI Security Measures page); NEI asks reporters to practice responsible disclosure.

12. Changes

Changes to the Platform. NEI may from time to time modify, discontinue, substitute, or terminate Platform features, or add or modify means of controlling access, where needed to comply with law or regulation or for justified commercial, security, or operational reasons, including improvements.

Changes to these Terms. NEI may modify these Terms from time to time. Modifications are posted on the Platform and the website, and the "Last updated" date of the document is updated; material changes require your re-acceptance before continued use of the Platform, and the version you accepted remains available to you. NEI may also introduce additional platform agreements (e.g. a non-circumvention and non-disclosure agreement) and, with reasonable notice, require their acceptance as a condition of continued use. If a modification or additional agreement is not acceptable to you, your recourse is to stop using the Platform and terminate under Section 14.

13. Trade controls

You represent that neither you nor your organisation is subject to sanctions or listed as a denied or restricted party under applicable trade-control and sanctions laws, and you will comply with such laws in your use of the Platform. NEI does not serve sanctioned jurisdictions (see the NEI Platform Disclosures, Section 5).

14. Term, termination and suspension

These Terms become effective when you first accept them and continue indefinitely until terminated. Either side may end the relationship at any time. NEI may suspend or terminate your access for breach of these Terms, security risk, a legal or regulatory requirement, or the end of the underlying business relationship. On termination or account closure, your personal data is handled per the NEI Privacy Policy retention terms; transaction records to which other parties are entitled survive per Section 4 and the retention schedule. Sections 2, 4 (license as needed for retained records), 5, 8, and 15 through 19 survive termination, as do NEI's acceptance records.

15. Disclaimers

THE PLATFORM AND NEI MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. You are solely responsible for the accuracy and quality of your User Content, and you must evaluate and bear the risks associated with your use of, and reliance on, the Platform, NEI Materials, and any third-party materials. NEI screens counterparties as described in Section 7 and the NEI Platform Disclosures; beyond those controls, NEI disclaims liability for impersonation or other misuse of identity or information by third parties.

16. Limitation of liability

To the maximum extent permitted by law, NEI and its licensors and service providers will not be liable for any incidental, special, indirect, consequential, or punitive damages; loss of profits or revenue; business interruption or loss of use; cost of substitute services; loss, corruption, or deletion of data or User Content; or damages resulting from events beyond NEI's reasonable control (force majeure).

NEI's aggregate liability arising out of or relating to these Terms and the Platform will not exceed the greater of (a) USD 1,000 and (b) the total fees paid or payable by you to NEI in the twelve (12) months before the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or gross negligence, or any other liability that cannot be excluded or limited by applicable law.

17. Indemnification

You will indemnify and hold NEI harmless (and, at NEI's request, defend NEI) against losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your access to or use of the Platform and any results produced by that use; (c) your breach of these Terms; or (d) your violation of applicable law or regulation, including securities law.

18. Transaction documents

For any specific transaction, the transaction documents between the parties (including any NDA, LOI, engagement or mandate agreement, fee agreement, or purchase documentation) govern that transaction and prevail over these Terms to the extent of any conflict, for that transaction. Any transaction between you and NEI is additionally bound by the NEI Non-Circumvention and Non-Disclosure Agreement (see Section 12); it does not apply to your own transactions with other users. These Terms continue to govern your use of the Platform.

19. General

Governing law: the State of New York, USA. Venue: the state and federal courts located in New York County, New York. Assignment, severability, entire agreement, notices to contact@nei.io.