TERMS OF SERVICE

1. Agreement to Terms

By accessing or using the services of Xeniton Corp., a Florida-registered corporation operating under the tradename "Nuverum Ventures", ("Nuverum," "we," "us," or "our"), you agree to be bound by these Terms of Service. If you do not agree to these terms, do not use our services.

2. Services Provided

Nuverum Ventures operates exclusively as a fundraising consultation firm. We provide:

• Pitch deck evaluation and redesign services
• Strategic fundraising consulting and planning
• Investor research and database compilation
• Business advisory services related to fundraising preparation

3. Nature of Services - Consultation Only

IMPORTANT: Nuverum Ventures is a consulting firm, not a broker-dealer, finder, or intermediary. We do not:

• Act as a broker or dealer in securities
• Receive transaction-based compensation
• Accept success fees, carry, warrants, or equity as compensation
• Operate as intermediaries in securities transactions
• Guarantee fundraising outcomes or investor introductions

All services are provided on a flat-fee consulting basis. Our compensation is never contingent on whether you successfully raise capital.

4. Client Obligations

You agree to:

• Provide accurate and complete information about your business
• Respond to our requests for information in a timely manner
• Use our deliverables and advice for lawful purposes only
• Comply with all applicable securities laws and regulations
• Conduct your own due diligence on any investors you engage with

5. Payment Terms

• All fees are quoted on a flat-rate basis and agreed upon before engagement
• Payment is typically due 50% upfront and 50% upon delivery, unless otherwise agreed
• Fees are non-refundable once work has commenced
• Late payments may result in suspension of services
• All fees are exclusive of applicable taxes

6. Intellectual Property

• All materials created by Nuverum for your project become your property upon full payment
• You grant us the right to use your company name and logo as a case study (unless you opt out)
• We retain ownership of our proprietary methodologies, templates, and processes

7. Confidentiality

We agree to keep your confidential business information private and will not disclose it to third parties without your consent, except:

• When required by law
• When necessary to provide the agreed-upon services
• When information is already publicly available

8. No Guarantees

We do not guarantee:

• That you will successfully raise capital
• Specific fundraising outcomes or amounts
• Investor meetings or introductions (though we may facilitate them)
• That investors will respond favorably to your materials

Our role is to provide professional consultation and prepare you for fundraising. Actual fundraising outcomes depend on many factors outside our control.

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability shall not exceed the fees paid for our services
• We are not liable for indirect, incidental, or consequential damages
• We are not responsible for your fundraising outcomes or investor relationships
• You are solely responsible for your securities compliance obligations

10. Termination

Either party may terminate the engagement with written notice. Upon termination:

• You remain obligated to pay for services rendered to date
• We will deliver any completed work products
• Confidentiality obligations survive termination

11. Independent Contractor

Nuverum Ventures is an independent contractor. Nothing in these terms creates a partnership, joint venture, employment, or agency relationship.

12. Governing Law

These terms are governed by the laws of Florida, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Florida.

13. Amendments

We reserve the right to modify these terms at any time. Continued use of our services after changes constitutes acceptance of the modified terms.