Terms of Service

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Nov 17, 2025

IMPORTANT NOTICES

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN THEIR ENTIRETY.

These Terms of Service contain important information, including provisions relating to mandatory arbitration of disputes, disclaimers of warranties, limitations of liability, and class action waivers, which may significantly affect your legal rights. If you do not agree to these Terms of Service, you must not access or use the Services (as defined below).

The Protocol (as defined below) is an open‑source protocol connecting issuers and investors on the Provenance Blockchain developed and maintained by a global community. These Terms of Service form a binding contract between you and us and govern your access to and use of: (a) the Protocol; (b) our Services; (c) associated applications or services we may provide; and (d) any other products, content, or services that we expressly state are subject to these Terms of Service.

To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply). Our Services’ performance may be affected by these factors.

RESTRICTED PERSONS: The Services are not offered to, and may not be used by, persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in any Restricted Territory (as defined below). Use of a virtual private network (VPN) or any other technology to circumvent these restrictions is strictly prohibited.

PLEASE READ ALL OF THESE TERMS CAREFULLY BEFORE USING OR ACCESSING THE FEATURES. THEY CONTAIN IMPORTANT DESCRIPTIONS, DISCLOSURES, OBLIGATIONS, RIGHTS, AND WAIVERS THAT MAY AFFECT YOU.

By accessing or using any of the Protocol and the Services you (a) acknowledge that you have read, understood, and agree to be bound by these Terms of Service and acknowledge our Privacy Notice, each as amended from time to time, (b) represent that you are authorized to accept these Terms of Service on behalf of yourself or any entity you represent, (c) represent and warrant that you meet the eligibility criteria contained in Section 3 of these Terms of Service, and (d) acknowledge and agree that accessing, using, or continuing to use any of the Services, shall constitute acceptance of these Terms of Service, as they may be amended from time to time. If you do not agree, you must not access or use the Services.

Capitalized terms used in these Terms of Service (including above) shall have the meanings given to them in Section 1 below.

1. DEFINITIONS

Capitalized terms used in these Terms of Service shall have the following meanings:

"$HASH" means the native utility token of the Provenance Blockchain used to pay gas fees.

"$NUVA" means the native digital asset of the Protocol.

"Agreement" means these Terms of Service, as may be amended from time to time.

"Applicable Law" means the applicable laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts, and decrees of any relevant jurisdiction.

"Asset NFTs" means non-fungible tokens representing individual real-world assets such as loans, recorded using the Scope data structure on the Provenance Blockchain.

"Blockchain" means a distributed ledger technology, including but not limited to the Provenance Blockchain, on which the Protocol operates.

"Deposited Value" means the allowable value deposited into a nuAsset Vault, including through borrowing fund from Users, or through the deposit of Asset NFTs or as otherwise specified in accordance with nuAsset Terms.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation.

"Interface" means the web-based user interface available at nuva.finance and any related applications, APIs, or tools provided by or on behalf of the NUVA Foundation or NUVA SPC.

"Metadata Module" means the module on the Provenance Blockchain that defines the Scope data structure.

"nuAsset Asset-Backed Vaults" means nuAsset Vaults which comprise of Asset NFTs that are purchased by NUVA SPC for and on behalf of the segregated portfolio that turned on such nuAsset Vault and backs payments on nuAsset Tokens.

"nuAsset Lending Vaults" means nuAsset Vaults which advance loans by NUVA SPC for and on behalf of the segregated portfolio that turned on such nuAsset Vault.

"nuAsset Terms" means these Terms of Service, as supplemented and modified by the specific terms and conditions relating to that specific nuAsset Vault as specified on the Interface.

"nuAsset Token" means the tokens issued by a nuAsset Vault representing fractional ownership interests in the nuAsset Vault.

"nuAsset Vault" means a vault smart contract or similar code that issues nuAsset Tokens, including nuAsset Lending Vaults, nuAsset Asset-Backed Vaults and other third party vaults.

"NUVA " or "we", "us", or "our" means (i) the NUVA Foundation and (ii) NUVA SPC, as applicable.

"NUVA SPC" means NUVA (BVI) SPC Ltd., a British Virgin Islands segregated portfolio company limited by shares.

"Person" means an individual or legal entity or person, including, without limitation, a Governmental Authority or an agency or instrumentality thereof.

"Prohibited Person" means any Person, as determined by NUVA SPC in its sole and absolute discretion, that is:

(a) a Person unable to pass NUVA SPC's know-your-client requirements as may be determined by NUVA SPC from time to time in its sole and absolute discretion;

(b) a U.S. Person;

(d) a citizen or resident of or located in, or a legal entity formed or incorporated within or subject to the laws of, a Restricted Territory (irrespective of whether use of a virtual private network or other technical workaround to effect such transaction and avoid detection within a Restricted Territory);

(e) an individual or an individual employed by or associated with a legal entity or a legal entity identified on the United States Department of Commerce's denied persons or entity list, the United States Department of Treasury's specially designated nationals or blocked persons lists, the United States Department of State's debarred parties list, the consolidated sanctions list maintained by the United States Department of Treasury's Office of Foreign Assets Control any United Nations Security Council sanctions lists or any other sanctions list;

(f) a Person identified as a terrorist organisation on any other relevant lists maintained by any Governmental Authority;

(g) a Person acting, directly or indirectly, in contravention of any Applicable Law;

(h) a Person in any manner limited or prohibited from using the Services under Applicable Law;

(i) a Person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute or has been subject to any investigation or sanction by, or a request for information from, any Governmental Authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or under any Applicable Law; or

(j) a Person that is, unless otherwise disclosed in writing to the Issuer prior to Your taking part in the Token Sale or acquiring Tokens from any third party, a politically exposed person ("PEP") as defined by the Financial Action Task Force (or such similar Person under any Applicable Law) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP.

"Protocol" means the NUVA Protocol, a real-world assets (RWAs) vault marketplace that connects issuers and investors on the Provenance Blockchain.

"Provenance Blockchain" means the public, permissionless Layer 1 blockchain built for financial services businesses on which the Protocol operates.

"Restricted Territory" means any jurisdiction where the Services are prohibited by applicable law, including but not limited to: (a) jurisdictions subject to sanctions programs administered by the United States, European Union, United Kingdom, or United Nations or other applicable sanctions or embargo programmes; (b) jurisdictions where the offering or use of virtual assets or the Services would require licensing, registration, or authorization that has not been obtained; and (c) such other jurisdictions as we may designate from time to time.

"Scope" means the data structure on the Provenance Blockchain used to represent Asset NFTs.

"Services" means access to the Interface and any related information, tools, features, functionality, content, support, or services provided by or on behalf of NUVA.

"Third Party Assets" means assets owned, whether legally or beneficially, by a User or other third party and not us.

"User," "you," or "your" means any person or entity that accesses or uses the Services.

"U.S. Person" means any one of the following (i) any U.S. Citizen; (ii) any natural person resident in the United States of America; (iii) any partnership or corporation organised or incorporated under the laws of the United States of America; (iv) any estate of which any executor or administrator is a U.S. Person; (v) any trust of which any trustee is a U.S. Person; (vi) any agency or branch of a foreign entity located in the United States of America; (vii) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (viii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated or (if an individual) resident in the United States of America; and (ix) any partnership or corporation if (a) organised or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts. However, for the avoidance of doubt, the following are not a "U.S. Person" (x) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the United States; (xi) any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if (a) an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and (b) the estate is governed by foreign law; (xii) any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person; (xiii) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (xiv) any agency or branch of a U.S. Person located outside the United States if (a) the agency or branch operates for valid business reasons; and (b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (xv) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter- American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organisations, their agencies, affiliates and pension plans.

"veNUVA" means vote escrowed tokens issued to Users who stake $NUVA to the Protocol, entitling holders to governance rights and Protocol rewards.

"Wallet" means a blockchain wallet or similar technology that allows Users to interact with the Protocol, including but not limited to hardware wallets, software wallets, and browser-based wallet extensions.

"YLDS" means a Provenance Blockchain-native, fixed-price, interest-bearing, transferable stablecoin issued by Figure Certificate Company and collateralized by securities consistent with those held by prime money market funds.

2. ABOUT NUVA AND THE SERVICES

2.1 Company Information

NUVA Foundation is an exempted limited-guarantee foundation company incorporated in the Cayman Islands with limited liability and is a developer of blockchain technology and information resources using a cloud computing service model.

NUVA SPC is a British Virgin Islands segregated portfolio company limited by shares that operates nuAsset Vaults on the Provenance Blockchain. Each nuAsset Vault is turned on by a separate segregated portfolio within NUVA SPC with segregated assets, liabilities, and nuAsset Tokens.

2.2 The Protocol

The Protocol is an open‑source protocol developed and maintained by a global community. The Protocol can be accessed through a command line or terminal interface or through the Interface.

2.3 The Interface

The Interface is distinct from the Protocol and the Interface's intellectual property is owned, hosted and developed by NUVA Foundation. The Interface provides a web-based graphical user interface for accessibility that allows Users to interact with the Protocol by clicking on visual elements such as icons, buttons, and menus of access to the Protocol. By using the Interface, you understand that by participating in a nuAsset Vault you are not receiving nuAsset Tokens from NUVA Foundation, each nuAsset Token is minted and issued by NUVA SPC on behalf of the relevant segregated portfolio.

2.3 The Services

NUVA provides the Services to Users. NUVA does not provide investment advice, financial advice, legal advice, tax advice, or any other professional advisory services. The Services are provided solely for informational purposes.

When using the Services, you will be able to connect your Wallet in order to participate in a nuAsset Vault and receive nuAsset Tokens, view the "Leaderboard" and view your "Points". NUVA does not and will not any time have control over your Wallet, private keys or seed phrases. This means that you must use your keys to initiate any transaction on the Protocol.

2.4 No Control Over Protocol

We do not control, operate, or manage the Protocol, the Provenance Blockchain, or any smart contracts deployed thereon. The Protocol operates autonomously through immutable, non-custodial smart contracts. NUVA has no ability to settle, reverse, modify, or interfere with transactions on the Protocol or the Provenance Blockchain and does not have custody or control of any Third Party Assets.

2.5 Non-Custodial Nature

NUVA does not take custody of, control, manage, or have access to User's Wallets, private keys, seed phrases or Third Party Assets at any time. Users retain complete control and responsibility for their Wallets and assets.

3. ELIGIBILITY AND REPRESENTATIONS

3.1 Eligibility Requirements

To access or use the Services, you must:

(a) be at least 18 years of age (or the age of legal majority in your jurisdiction);

(b) have the legal capacity to enter into these Terms of Service;

(d) not be a Prohibited Person;

(e) not be accessing the Services from any Restricted Territory;

(f) comply with all applicable laws and regulations in your jurisdiction regarding the use of blockchain technology, virtual assets, and related financial services; and

(g) if you are accessing the Services on behalf of a legal entity, have the authority to bind such entity to these Terms of Service.

3.2 Prohibited Users

The Services are not available to, and may not be used by:

(a) Prohibited Persons;

(b) Persons in Restricted Territories;

(c) Persons engaged, engaging in or intending to use the Services for prohibited activities as detailed in clause 7 of these Terms;

(d) Persons using VPNs or other technologies to circumvent geographic restrictions;

(e) Persons who have previously been blocked, suspended, expelled or removed from access to or use of the Services;

(f) Persons who cannot legally use the Services under Applicable Law. or

(g) any Person who, in its sole discretion, NUVA, elects not to make the Services available to.

3.3 Representations and Warranties

By accessing or using the Services, you represent and warrant that:

(a) all information you provide is accurate, complete, and current and not misleading in any way;

(b) you will maintain the accuracy of such information and will update it upon changes;

(d) your use of the Services does not violate any applicable law, regulation, or rule;

(e) you understand and accept the risks associated with blockchain technology, virtual assets, and the Protocol;

(f) you have sufficient knowledge, experience, and have taken professional advice to evaluate the risks and merits of any transaction or interaction with the Protocol and accept all such risks and merits;

(g) you accept sole responsibility for any consequences of your use of the Services.

4. nuASSET VAULTS AND nuAsset Tokens

4.1 Overview of nuAsset Vaults

nuAsset Vaults are turned on by separate segregated portfolios of NUVA SPC that hold segregated Deposited Value. Each nuAsset Vault operates independently with segregated assets and liabilities and will be subject to the nuAsset Terms, together with any additional terms set out on the relevant nuAsset Vault product page.

By participating in a nuAsset Vault you will advance funds in accordance with nuAsset Terms for that nuAsset Vault by transferring funds and executing an [In] to the nuAsset Vault. You can withdraw your funds in accordance with the nuAsset Terms for that nuAsset Vault by executing a withdrawal. There may be instances where there is insufficient assets or liquidity in nuAsset Vault to process withdrawals and the User may have to wait for sufficient Deposit Value to be able [Out] and receive its funds. Withdrawals are pro-rated based on liquidity at the time of the applicable withdrawal window.

You acknowledge that by participating in one nuAsset Vault turned on by a segregated portfolio of NUVA SPC you have no rights, claims or recourse to the assets of another nuAssetVault turned on by another separate segregated portfolio or to the general assets of NUVA SPC and upon default any claim is limited solely to your pro-rata share of the assets in the respective nuAsset Vault.

4.2 nuAsset Tokens

nuAsset Tokens are issued by nuAsset Vaults and represent fractional ownership interests in that relevant nuAsset Vault which holds Deposited Value in accordance with nuAsset Terms. nuAsset Tokens are, unless otherwise specified in the nuAsset Terms:

(a) are transferable and exchangeable with third parties;

(b) can be received on different blockchains via Wormhole or similar bridging technology;

(d) are minted proportionally when Deposited Value is added to a nuAsset Vault;

(e) may fluctuate in value based on the performance of the underlying assets and market conditions;

(f) do not represent an ownership or equity interest in NUVA;

(g) do not entitle holder to be repaid a portion of their investment from NUVA;

(h) will not be able to be automatically redeemed by NUVA;

(i) will not entitle holders to a claim in bankruptcy as an equity-interest holder or creditor.

4.3 No Investment Advice or Recommendations

NUVA does not provide any investment advice or recommendations regarding nuAsset Vaults or nuAsset Tokens. Nothing in the Services should be construed as a recommendation to acquire, hold, transfer, sell or dispose of any nuAsset Tokens. Users must make their own independent evaluation and decision.

4.4 No Guarantees

NUVA makes no guarantees, representations, or warranties regarding:

(a) the performance of any nuAsset Vault or nuAsset Token;

(b) the value, liquidity, or marketability of nuAsset Tokens;

(d) returns, yields, or distributions from nuAsset Vaults; or

(e) the suitability of any nuAsset Vault for any particular User or purpose.

5. PROTOCOL FEATURES

5.1 NUVA Token

NUVA is the native digital asset of the Protocol with the following utilities:

(a) Staking: Users may stake $NUVA to receive veNUVA;

(b) Governance: veNUVA holders comprise a Decentralised Autonomous Organisation (DAO) and enables holders to vote on DAU proposals to control the Protocol's future development and decisions; and

5.2 Non-Custodial Staking

All staking on the Protocol is performed in a non-custodial, self-executing manner through immutable smart contracts. NUVA does not custody, control or have access to staked $NUVA or any other Third Party Assets.

5.3 Governance

The Protocol is governed by votes of holders of veNUVA holders on proposals through a DAO. NUVA is not part of the DAO and does not control Protocol governance. DAO decisions are implemented through decentralized mechanisms only. NUVA Foundation may from time to time consider certain DAO decisions but these are recommendations to the NUVA Foundation and are not binding on NUVA Foundation.

5.4 Immutable Smart Contracts

The Protocol's smart contracts, including nuAsset Vaults and staking contracts, are immutable and non-custodial. NUVA cannot modify smart contract logic, disable or pause functions, transfer Third Party Assets, or otherwise interfere with or control smart contract operations.

6. USER RESPONSIBILITIES

6.1 Wallet Security; Technology

You are solely responsible for:

(a) securing and maintaining your Wallet and private keys;

(b) maintaining the confidentiality of your private keys and seed phrases;

(d) all access to your Wallet whether authorised or unauthorised;

(e) any loss or theft of your private keys or assets;

(f) configuring your Wallet, your information technology, computer programs and platform to access the Services; and

(g)protecting your Wallet, your information technology, computer programs and platform, using your own virus protection software.

NUVA has no access to your private keys, seed phrases or Wallet and cannot recover lost or stolen private keys, seed phrases or assets.

6.2 Transaction Verification

You are solely responsible for:

(a) verifying all transaction details before execution;

(b) ensuring sufficient funds for transaction fees;

(d) monitoring your positions and exposure; and

(e) taking appropriate action to manage risk.

6.3 Compliance with Laws

You are solely responsible for determining whether your use of the Services complies with applicable laws and regulations in your jurisdiction of incorporation and jurisdiction or residence when accessing the Services, including but not limited to:

(a) securities laws and regulations;

(b) anti-money laundering (AML) and counter-terrorist financing (CTF) requirements;

(d) Know-Your-Customer (KYC) requirements;

(e) sanctions compliance; and

(f) virtual assets laws and regulations.

6.4 Independent Investigation

You are responsible for:

(a) conducting your own due diligence and investigation;

(b) consulting with professional advisors (legal, financial, tax, or otherwise);

(d) making your own independent decisions.

6.5 Payment of Fees

You are responsible for the payment of:

(a) any transaction fees;

(a) any network or “gas” fee, including but not limited to, $HASH.

7. PROHIBITED USES

You agree not to use the Services to:

7.1 Illegal Activities

(a) violate any Applicable Law, regulation, or rule;

(b) engage in money laundering, terrorist financing, or sanctions evasion;

(d) defraud or attempt to defraud any person or entity; or

(e) engage in market manipulation or insider trading.

7.2 Harmful Activities

(a) interfere with or disrupt the Services, Interface, or Protocol;

(b) attempt to gain unauthorized access to systems or data;

(d) conduct cyberattacks or exploit vulnerabilities;

(e) circumvent security measures or access controls; or

(f) engage in any activity that, in the sole view of NUVA, could damage, disable, or impair the Services.

7.3 Prohibited Transactions

(a) use the Services from or in any Restricted Territory;

(b) use VPNs or other technologies to circumvent geographic restrictions;

(d) impersonate another person or entity;

(e) use multiple accounts to evade restrictions;

(f) facilitate or assist others in prohibited activities;

(g) transact with a Prohibited Person;

(h) transfer assets which are from or have at any time been the subject of a sanctioned wallet;

(i) transfer assets to or from wallet addresses that have been identified as holding stolen funds or funds from scams, or wallet addresses linked to the holders of stolen funds or scams;

(j) transfer assets to or from wallet addresses that show previous patterns of activity associated with mixing or tumbling services or peer-to-peer platforms or trade history on the Dark web;

(k) transfer assets that has been in mixers, tumblers, AECs, obfuscated ledger technology, IP anonymizers, ring signatures; stealth addresses, atomic swaps, non-interactive zero-knowledge proofs.

7.4 Intellectual Property Violations

(a) infringe on intellectual property rights;

(b) copy, modify, or create derivative works of the Services;

(d) remove or alter any proprietary notices.

8. RISKS AND DISCLAIMERS

8.1 Assumption of Risk

BY USING THE SERVICES, YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS:

8.2 Blockchain and Smart Contract Risks

(a) Immutability: Blockchain transactions are permanent and irreversible. Errors cannot be corrected.

(b) Smart Contract Risk: Smart contracts may contain bugs, vulnerabilities, or design flaws that could result in loss of assets.

(d) Network Risk: The Provenance Blockchain may experience congestion, forks, downtime, or attacks.

(e) Experimental Technology: Blockchain technology is experimental and may fail or perform unexpectedly.

8.3 Market and Economic Risks

(a) Volatility: Virtual assets are highly volatile and may experience rapid and significant price fluctuations.

(b) Liquidity Risk: Markets for nuAsset Tokens may be illiquid, limiting your ability to sell or transfer tokens.

(d) Loss of Value: You may lose some or all of your investment.

(e) Market Conditions: External market conditions may adversely affect the value of nuAsset Tokens.

8.4 Regulatory and Legal Risks

(a) Regulatory Uncertainty: Virtual asset regulations are evolving and may change adversely.

(b) Legal Status: The legal status of virtual assets varies by jurisdiction and may be uncertain.

(d) Tax Treatment: Tax treatment of virtual assets is uncertain and may be adverse.

8.5 Operational Risks

(a) Third-Party Dependencies: The Protocol relies on third-party service providers who may fail or discontinue services.

(b) Oracle Risk: Price oracles may provide inaccurate data or fail.

(d) Wallet Risk: Wallet providers may be compromised or cease operations.

8.6 Specific Protocol Risks

(a) Asset NFT Risk: Underlying Asset NFTs may default, lose value, or be fraudulent.

(b) Lending Risk: Loans facilitated through Democratized Prime or any other platform may default.

(d) Depeg Risk: Assets like YLDS may depeg, lose value, or experience redemption failures.

(e) DAO Risk: DAO governance may make decisions and provide recommendations that adversely affect the Protocol.

8.7 No Deposit Insurance

nuAsset Tokens and virtual assets are not insured by any government deposit insurance program, including the FDIC, SIPC, or any similar program.

8.8 Real-World Asset Risks

Asset NFTs represent interests in real-world assets that are subject to numerous risks, including but not limited to:

(a) credit risk and default risk;

(b) market risk and price volatility;

(d) operational risk;

(e) legal and regulatory risk;

(f) fraud and misrepresentation;

(g) valuation risk; and

(h) counterparty risk.

NUVA does not verify, validate, or guarantee the quality, performance, or characteristics of any underlying real-world assets.

9. NO WARRANTIES

9.1 Services Provided "AS IS"

THE INTERFACE IS MADE AVAILABLE FREE OF CHARGE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUVA SPC DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;

(b) WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF INFORMATION;

(d) WARRANTIES REGARDING THE QUALITY, SECURITY, OR SUITABILITY OF THE SERVICES; and

(e) WARRANTIES REGARDING THIRD-PARTY SERVICES, PRODUCTS, OR CONTENT.

9.2 No Guarantee of Availability

NUVA does not guarantee that:

(a) the Services will be available at all times;

(b) the Interface will function without interruption or error;

(d) the Services are free from viruses or harmful components; or

(e) information displayed is accurate, complete, or current.

9.3 Third-Party Services

NUVA makes no representations or warranties regarding any third-party services, including but not limited to:

(a) Wallet providers;

(b) blockchain networks;

(d) bridge protocols;

(e) Figure Markets Holdings, Inc. and Democratized Prime; or

(f) any other third-party product, service or protocol.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUVA SPC OR NUVA FOUNDATION, ITS AND THEIR AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SUPERVISORS EMPLOYEES, AGENTS, SERVICE PROVIDERS, OR CONTRACTORS (COLLECTIVELY, THE "NUVA PARTIES") BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUES, DATA, OR USE;

(d) LOSS OF GOODWILL OR REPUTATION;

(e) DIMINUTION IN VALUE OF VIRTUAL ASSETS; or

(f) DAMAGES ARISING FROM THIRD-PARTY ACTIONS,

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE NUVA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limitation of Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE NUVA PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

(a) ONE THOUSAND U.S. DOLLARS (USD $1,000.00); or

(b) THE AMOUNT OF FEES (IF ANY) YOU PAID TO NUVA SPC RELATED TO THE EVENT GIVING RISE TO THE LIABILITY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Exceptions to Limitation of Liability

The limitations in this Section 10 do not apply to liability that cannot be excluded or limited under applicable law, including:

(a) liability for fraud or fraudulent misrepresentation;

(b) liability for gross negligence or willful misconduct;

(d) any other liability that cannot be excluded under applicable law.

10.4 No Obligation to Deliver Virtual Assets

UNDER NO CIRCUMSTANCES SHALL ANY NUVA PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL ASSETS AS DAMAGES OR MAKE SPECIFIC PERFORMANCE.

11. INDEMNIFICATION

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the NUVA Parties from and against any and all claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) your access to or use of the Services;

(b) your violation of these Terms of Service;

(d) your violation of any third-party rights, including intellectual property, privacy, or property rights;

(e) your negligence, willful misconduct, or fraud;

(f) your use of any third-party service or product;

(g) any transaction you conduct through the Protocol;

(h) any misrepresentation made by you; or

(i) any dispute between you and any third party.

11.2 Defense and Settlement

NUVA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the NUVA Parties. You agree to cooperate with NUVA in the defense of any such claim. You may not settle any such claim without NUVA prior written consent.

12. INTELLECTUAL PROPERTY

12.1 NUVA Intellectual Property

The Interface and related proprietary intellectual property and all content, features, and functionality therein (excluding the Protocol and smart contracts) are owned by NUVA Foundation or its licensors and are protected by copyright, trademark, and other intellectual property laws. This includes:

the Interface's look and feel such as text, graphics, images, logos, page headers, visual elements such as icons, buttons, and menus, URLs and other design elements that make up the Interface;
digital content, including the NUVA logo, designs, text, graphics, pictures, data, software, video and sound files, and other files;
the NUVA trademarks, service marks, and trade dress; and
the selection, arrangement, and presentation of all such materials.

Unless otherwise specified in a nuAsset Terms, each nuAsset Vault and related intellectual property is owned by the NUVA SPC on behalf of the relevant segregated portfolio for that nuAsset Vault.

NUVA Foundation is not the issuer of nuAsset Token. All information about the nuAsset Tokens and nuAsset Vaults and related issuers displayed on the Interface is provided for information purposes only.

12.2 Limited License to use the Interface

Subject to your compliance with these Terms of Service, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Interface for personal, non-commercial purposes.:

12.3 Restrictions

You may not:

(a) copy, modify, or create derivative works of the Interface;

(b) reverse engineer, decompile, or disassemble the Interface;

(d) use the Interface for any commercial purpose without NUVA prior written consent;

(e) frame or mirror the Interface;

(f) use any automated system to access the Interface;

(g) copy, imitate, or use NUVA's name, logo, trademarks, or service marks;

(h) use metatags or other hidden text that reference "NUVA" or any of our intellectual property.

12.4 Open Source

The Protocol and various smart contracts and certain components of the Interface are open source and subject to separate open-source licenses. Such licenses govern your use of those components. Neither Foundation nor NUVA SPC own or control the Protocol.

12.5 Feedback

If you provide feedback, suggestions, or ideas to NUVA ("Feedback"), you grant NUVA a perpetual, irrevocable, worldwide, royalty-free, fully paid, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback.

13. PRIVACY AND DATA

13.1 Information Collection

NUVA does not collect personal information through the Interface. However, blockchain transactions are public and may reveal your Wallet address and transaction history.

13.2 Third-Party Services

Third-party services (such as Wallet providers) may collect personal information. Your use of such services is governed by their respective privacy policies.

13.3 Analytics

NUVA may use analytics tools to collect non-personal information about how Users interact with the Interface. Such information is used to improve the Services and is not linked to any individual User.

13.4 No Sale of Information

NUVA does not sell, rent, or share User information with third parties for their marketing purposes.

14. MODIFICATIONS TO SERVICES AND TERMS

14.1 Modifications to Services

NUVA reserves the right, at its sole discretion, to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. NUVA shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

14.2 Modifications to Terms

We may update or modify these Terms of Service at any time. When we revise the Terms of Service we will post the modified terms on the Interface and revise the “Last Updated” date below. Your continued use of the Services after any such modification constitutes your full acceptance of the modified Terms of Service.

If you disagree with any changes, you must stop using the Services, which you can do at any time.

14.3 Notice of Material Changes

We will use reasonable efforts to notify you of material changes to these Terms of Service by posting a notice on the Interface or through other reasonable means.

14.4 Responsibility to Review

It is your responsibility to review these Terms of Service periodically for changes. If you do not agree to any modification, you must stop using the Services immediately.

15. TERMINATION

15.1 Termination by You

You may terminate your use of the Services at any time by ceasing to access the Interface.

15.2 Termination by NUVA

NUVA may, at its sole discretion, suspend or terminate your access to the Services at any time, with or without notice, if:

(a) you violate these Terms of Service;

(b) you engage in prohibited activities;

(d) NUVA is required to do so by law or legal process; or

(e) NUVA decides to discontinue the Services.

15.3 Effect of Termination

Upon termination:

(a) your right to access and use the Services immediately ceases;

(b) sections that by their nature should survive termination shall survive, including but not limited to Sections 8 (Risks), 9 (No Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Feedback), 17 (Tax Obligations,18 (Dispute Resolution), and 19 (General Provisions);

(d) You remain responsible for all obligations incurred prior to termination.

15.4 No Affect on Blockchain Transactions

Termination of your access to the Services does not affect transactions already recorded on the Provenance Blockchain or your ownership of nuAsset Tokens in your Wallet.

16. THIRD-PARTY SERVICES AND CONTENT

16.1 Third-Party Services

The Services may provide access to or information about third-party services, including:

(a) Wallet providers (e.g., Keplr, Cosmostation);

(b) Blockchain networks;

(d) Custodians (e.g. BitGo)

(f) price oracles;

(g) bridge protocols (e.g., Wormhole); and

(h) other DeFi protocols and applications.

16.2 No Endorsement

NUVA does not endorse, recommend, or make any representations about any third-party service or its suitability for your needs. Your use of third-party services is at your own risk and subject to the terms and conditions of those services. Some third-party applications may be decentralized or "open" in nature, where no recourse is available.

16.3 No Liability

NUVA is not responsible or liable for any third-party services, including their availability, functionality, security, suitability or performance.

16.4 Third-Party Content

The Interface may contain links to third-party websites or resources. NUVA has no control over such third-party content and is not responsible for its accuracy, suitability or availability.

16.5 Third-Party Intellectual Property

All other trademarks and intellectual property mentioned on or integrated in the Interface are the property of their respective owners. This includes trademarks, logos, and other intellectual property associated with third-party issuers of nuAsset Tokens, as well as, any smart contracts and other software code deployed by third parties.

17. TAX OBLIGATIONS

17.1 User Responsibility

You are solely responsible for determining, reporting, and paying all taxes applicable to your use of the Services and transactions involving nuAsset Tokens, including but not limited to:

(a) income taxes;

(b) capital gains taxes;

(d) withholding taxes; and

(e) any other taxes, duties, or assessments.

17.2 No Tax Advice

NUVA SPC does not provide tax advice. You should consult with a qualified tax professional regarding your tax obligations.

17.3 Tax Reporting

NUVA SPC may be required to report certain information to tax authorities. You agree to cooperate with any such reporting requirements.

18. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

18.1 Exclusive Dispute Resolution Mechanism

In the event of any dispute, or claim arising out of or relating to these Terms of Service, including any question regarding its breach, existence, validity or termination, and including any non-contractual claims (whether in tort or otherwise) (each, a "Dispute") the parties shall to resolve such Dispute in accordance with the provisions of this Section 18. The procedures set forth in this Section 18 shall be the exclusive mechanism for resolving any dispute that may arise from time to time under these Terms of Service, and Section 18.2 is an express condition precedent to the commencement of binding arbitration of the Dispute under Sections 18.3 and 18.4 below.

18.2 Informal Resolution

Either party shall give to the other written notice of the Dispute, setting out its nature and particulars (the "Dispute Notice"), together with any relevant supporting documents. You may contact NUVA SPC in writing at legal@nuva.finance for the purposes of this Section 18.2. The parties shall endeavour to negotiate in good faith to reach a resolution of a Dispute satisfactory to both parties. Any final decision mutually agreed to in writing between you and NUVA SPC will be conclusive and binding on the parties.

18.3 Binding Arbitration

If any Dispute is not resolved for any reason thirty (30) calendar days after the date of the Dispute Notice under Section 18.2 above, either you or NUVA SPC may refer such Dispute to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules") in accordance with Section 18.4 below for final and binding resolution.

18.4 Arbitration Procedures

The arbitration under Section 18.3 above shall be conducted as follows:

(a) Number of Arbitrators: One (1) arbitrator shall be appointed in accordance with the ICC Rules (the "Arbitrator");

(b) Seat of Arbitration: The seat of arbitration shall be London, United Kingdom;

(d) Costs: Each party shall bear its own legal representatives' fees and costs, and the parties shall share equally the fees and costs of the Arbitrator and the associated administrative costs of the arbitration; provided, however, the Arbitrator may award to the prevailing Party, if any, reimbursement for any or all of its reasonable legal representatives' fees, costs, and disbursements, or the fees and costs of Arbitrator and the arbitration; and

(e) Final and Binding: The Arbitrator's award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.

18.5 Confidentiality

The existence of any Dispute, all activities conducted under this Section 18 to resolve any Dispute (including any submissions or disclosures made between the parties in any negotiation or proceeding), and any settlement, decision, award, or other resolution of any Dispute shall be kept confidential, and neither party shall disclose, or permit or direct any third party to disclose, any such information except (i) as required by law, (ii) to the extent necessary to enforce or challenge any such decision or award, (iii) to the extent necessary for the purpose of making disclosures to that party’s professional advisers who are bound by duties of confidentiality, or (iv) as otherwise expressly agreed in writing by the parties.

18.6 Interim Relief

Notwithstanding the provisions of these Terms of Service requiring the resolution of disputes by negotiation and arbitration, nothing in these Terms of Service shall prevent either party from applying to any court of competent jurisdiction for interim or conservatory relief (including, but not limited to, injunctive relief or orders to preserve evidence, assets, or property), whether before the appointment of the arbitrator or, if deemed necessary and appropriate, during the course of the arbitration. Any application for such interim relief shall not be construed as a waiver of the parties’ right to resolve a Dispute by binding arbitration, nor as a waiver of the exclusive jurisdiction of the courts of the British Virgin Islands to determine any dispute not subject to arbitration under these Terms of Service.

18.7 Severability

If any provision of this Section 18 is found to be invalid or unenforceable, the remainder of this Section 18 shall remain in full force and effect.

19. GENERAL PROVISIONS

19.1 Entire Agreement

These Terms of Service, together with any additional terms referenced herein, constitute the entire agreement between you and NUVA SPC regarding the Services and supersede all prior agreements, understandings, and communications, whether written or oral.

19.3 Severability

If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

19.4 Assignment

You may not assign or transfer these Terms of Service or any rights or obligations hereunder without NUVA prior written consent. NUVA may assign or transfer these Terms of Service without restriction and without the need for consent of you or any user of the Services. Any attempted assignment in violation of this Section shall be null and void.

19.5 No Waiver

A party's failure or delay in exercising any right, power, or remedy under these Terms of Service shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless in writing and signed by relevant party.

19.6 Force Majeure

NUVA shall not be liable for any failure, delay in performance or interruption of the Services due to causes beyond its reasonable control, whether directly or indirectly including but not limited to:

(a) due to significant market volatility in virtual assets;

(b) acts of God, natural disasters, or extreme weather;

c) war, terrorism, civil unrest, or government action;

(d) strikes, labor disputes, or supply chain disruption(s), pandemics, epidemics, or public health emergencies;

(e) Blockchain network failures, forks, or attacks;

(f) cyberattacks, hacking, or security breaches;

(g) power outages, telecommunications failures, or internet disruptions; or

(h) any other event beyond NUVA reasonable control.

19.7 No Partnership

Nothing in these Terms of Service shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between you and NUVA SPC.

19.8 Independent Contractors

You and NUVA are independent contractors. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

19.9 Third-Party Rights

These Terms of Service are for the benefit of you and NUVA only and do not create any third-party rights, except that the NUVA Parties (as defined in Section 10.1) are intended third-party beneficiaries of the limitation of liability and indemnification provisions.

19.10 Headings

Section headings in these Terms of Service are for convenience only and shall not affect the interpretation of these Terms of Service.

19.11 Translation

These Terms of Service may be translated into other languages for convenience. In the event of any conflict between the English version and any translated version, the English version shall prevail.

19.12 Notices

All notices under these Terms of Service shall be in writing and sent to:

To NUVA:

Email: legal@nuva.finance

To You: To the email address or Wallet address associated with your use of the Services (if available).

Notices shall be deemed received when sent by email and actually received by us.

19.14 Governing Law

These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the British Virgin Islands.

19.15 Jurisdiction and Venue

Subject to Section 18, the parties irrevocably submit to the exclusive jurisdiction of the courts of the British Virgin Islands in respect of any dispute not subject to arbitration under these Terms of Service.

19.16 Limitation on Time to File Claims

Any claim or cause of action arising out of or relating to these Terms of Service or the Services must be filed within one (1) year after the claim or cause of action arose; otherwise, such claim or cause of action is permanently barred.

19.17 U.S. Government Users

If you are a U.S. government entity, your use of the Services is subject to additional restrictions, and you may not use the Services in a manner that violates applicable federal acquisition regulations or other government procurement laws.

19.18 Export Controls

You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States, the United Kingdom, the European Union, or the British Virgin Islands has embargoed goods or services. You agree to comply with all export control and sanctions laws applicable to your use of the Services.

19.19 Communications

By using the Services, you consent to receive electronic communications from NUVA, including notices, agreements, and legally required disclosures. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

20. ACKNOWLEDGMENT AND ACCEPTANCE

By accessing or using the Services, you acknowledge that:

(a) You have read and understood these Terms of Service in their entirety;

(b) You agree to be bound by these Terms of Service;

(d) You are solely responsible for your use of the Services and any consequences thereof;

(e) You are not relying on any representations or warranties from NUVA except those expressly set forth in these Terms of Service;

(f) You have consulted with professional advisors as appropriate;

(g) You accept all risks associated with blockchain technology, virtual assets, and the Protocol including but not limited to those detailed in Section 8 of these Terms;

(h) NUVA has no control over the Protocol, smart contracts, or the Provenance Blockchain;

(i) NUVA does not custody or control your assets;

(j) all transactions on the blockchain are irreversible;

(k) the Services are provided "AS IS" without warranties of any kind;

(l) NUVA's liability is limited as set forth in Section 10;

(m) You have the legal capacity and authority to enter into these Terms of Service; and

(n) Your use of the Services complies with all applicable laws and regulations.

21. CONTACT INFORMATION

If you have any questions about these Terms of Service or the Services, please contact us at legal@nuva.foundation

22. SPECIFIC DISCLAIMERS

22.1 No Fiduciary Duties

NUVA owes no fiduciary duties to you. You acknowledge and agree that NUVA does not act as your agent, advisor, fiduciary, or in any similar capacity.

22.2 Forward-Looking Statements

The Services may contain forward-looking statements regarding the Protocol, nuAsset Vaults, or the industry. Such statements are for information purposes only and are subject to risks and uncertainties and should not be relied upon as predictions of future events. Actual results may differ materially from those expressed or implied.

22.3 Not an Offer or Solicitation

These Terms of Service and the Services do not constitute an offer or solicitation to sell or purchase securities, commodities, derivatives, or any other financial instruments. The Services are provided for informational purposes only.

22.4 No Banking, Virtual Asset or Financial Services

NUVA is not a bank, trust company, financial institution, virtual asset service provider or money services business. NUVA does not provide banking, virtual asset or financial services to third parties.

22.5 No Investment Company

Neither NUVA Foundation nor NUVA SPC is not an investment company, investment adviser, or commodity trading advisor. NUVA does not provide investment management, advisory, or similar services.

22.6 Third Party Asset Issuers

NUVA is not affiliated with any third-party asset issuer, including, but not limited to, Figure Markets Holdings, Inc. or Democratized Prime. Any transactions or underlying assets made through a third party are subject to separate terms and conditions with that third party and/or third party platform and are not the responsibility of NUVA.

22.8 Provenance Blockchain Disclaimer

The Provenance Blockchain is an independent, decentralized network not controlled by NUVA. NUVA makes no representations regarding the security, reliability, or performance of the Provenance Blockchain.

22.9 No Guarantee of Liquidity

NUVA does not guarantee liquidity for nuAsset Tokens. While liquidity or warehousing capabilities may be provided by third parties, such liquidity is not guaranteed and may be withdrawn at any time.

END OF TERMS OF SERVICE

Version: 1.0
Effective Date: November 17, 2025
Last Updated: November 17, 2025