Terms of Service

1. Agreement to Terms

By accessing or using the Nalevra platform ("Service"), operated by Nalevra, Inc. ("Nalevra," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Service. These Terms form a legally binding agreement between you and Nalevra.

If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms. References to "you" include both you as an individual and the organisation you represent.

2. What Nalevra Is (and Is Not)

Nalevra is a compliance intelligence platform. We help organisations understand their compliance posture, identify gaps, manage obligations, and prepare for investor and regulatory scrutiny. We do this through structured assessments, AI-generated analysis, and human-reviewed verification services.

Nalevra is not a law firm. We do not provide legal advice, and no attorney-client relationship is created by your use of the Service. We do not represent you before regulators or in legal proceedings. We do not certify, guarantee, or warrant that your organisation complies with any applicable law, regulation, or standard.

The outputs of the Nalevra platform, including compliance scores, gap findings, roadmaps, policy document checklists, and verification outcomes, are professional assessment tools. They reflect the information you provide and the analytical frameworks we apply. They do not replace the judgement of qualified legal counsel, compliance professionals, or specialist advisors with knowledge of your specific circumstances.

3. Service Description

Nalevra provides the following core services:

• Gap Assessment: A structured questionnaire covering eight governance domains that produces a compliance score, prioritised gap findings, a 90-day action roadmap, and a tailored document checklist.
• Assessment Hub: A personalised dashboard where you can view your report, track progress against your roadmap, and access generated outputs.
• Nalevra Command: A compliance management platform for tracking and remediating obligations, managing your team, monitoring regulatory developments, and generating investor and due diligence documentation.
• Investor Pack: A PDF document summarising your organisation's compliance posture, domain scores, open obligations, regulatory coverage, and team for use in investor due diligence.
• Verification Service: An optional service in which a qualified compliance reviewer examines your assessment results, evidence, and programme documentation and issues a verified opinion on your compliance posture. See Section 5 for the full disclaimer applicable to this service.

The features available to you depend on your account tier. We reserve the right to modify the scope of the Service with reasonable notice.

4. AI-Generated Content

Nalevra uses artificial intelligence, including large language models provided by Anthropic (Claude), to analyse your assessment responses and generate compliance reports, gap findings, roadmaps, and recommendations. This processing is largely automated.

AI-generated content may contain errors, omissions, or outputs that are not suited to your specific situation, jurisdiction, or industry. The quality and relevance of outputs depend on the completeness and accuracy of the information you provide. Vague or optimistic answers will produce less useful results.

You are responsible for: reviewing all AI-generated outputs for accuracy; adapting them to your actual circumstances; verifying their applicability to your jurisdiction and sector; and implementing and maintaining the compliance practices they describe. Nalevra is not liable for any consequence arising from your reliance on AI-generated content without appropriate independent review.

5. Verification Service: Disclaimer and Limitation of Liability

The Nalevra Verification Service provides a professional assessment opinion from a qualified compliance reviewer. This section sets out the basis and limits of that service.

Nature of verification: A Nalevra verification outcome represents the independent opinion of a qualified reviewer based on the information, evidence, and documentation you submit at the time of review. It is a point-in-time professional opinion, not a legal determination or regulatory certification.

Not a guarantee of compliance: A positive verification outcome does not mean that your organisation complies with any applicable law, regulation, or standard. Compliance is a dynamic, continuous state that depends on facts, practices, and regulatory interpretations that may change. A verification outcome reflects the reviewer's assessment of the materials provided and does not account for: information you have not disclosed; changes to laws or regulations after the review date; changes to your organisation's practices after the review date; or the interpretation of a specific regulator, court, or enforcement body.

No liability for regulatory action: Nalevra and its reviewers, affiliates, officers, directors, employees, agents, and licensors expressly disclaim all liability for any regulatory investigation, enforcement action, fine, penalty, sanction, claim, or loss suffered by you or any third party, whether or not a verification service was obtained, and whether or not a positive verification outcome was issued. Obtaining a verification does not protect you from regulatory scrutiny, nor does it constitute a defence in any legal or regulatory proceeding.

Reviewer independence: Verification reviewers are independent professionals. Their opinions are their own and do not constitute the legal or commercial opinion of Nalevra, Inc. as an organisation.

Reliance by third parties: The Nalevra Verification Service is provided for the benefit of the subscribing organisation only. No third party, including investors, customers, regulators, or counterparties, should rely on a verification outcome as a representation of legal compliance, and Nalevra accepts no duty of care or liability to any such third party.

6. Account Registration

To use Nalevra, you must:

• Be at least 18 years old or the age of majority in your jurisdiction
• Provide accurate, current, and complete registration information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorised use of your account
• Be responsible for all activity that occurs under your account

You must not share your account with others or allow third parties to access the Service through your credentials. Each team member who uses Nalevra Command should have their own account.

7. Nalevra Command

Nalevra Command is a premium compliance management environment linked to your assessment. It allows you to track obligations, manage your compliance team, monitor regulatory developments, and generate documentation for investors or enterprise customers.

By activating Nalevra Command, you agree that the obligation data imported from your assessment reflects your organisation's actual compliance programme. You are responsible for keeping obligation statuses, owner assignments, and documentation up to date. Nalevra does not independently verify the accuracy of data you enter into Command.

Any reports, including the Investor Pack, generated through Command reflect the data you have provided and the state of your programme at the time of generation. Nalevra accepts no liability for the use of Command-generated documents in investor negotiations, procurement processes, or regulatory submissions.

8. Acceptable Use

You agree not to:

• Provide false or misleading information during any assessment or registration process
• Use the Service to produce or represent outputs that are knowingly inaccurate
• Resell or redistribute Service outputs as a compliance certification or guarantee to third parties
• Use the Service to create competing products or services without our written consent
• Reverse engineer, decompile, or extract the source code of any part of the Service
• Interfere with or disrupt the security, integrity, or availability of the Service
• Use the Service for any unlawful purpose or in violation of any applicable law
• Impersonate any person or organisation or misrepresent your affiliation

9. Intellectual Property

Your data and outputs: You retain ownership of the information you submit to Nalevra. Reports, gap analyses, roadmaps, and other outputs generated specifically for your organisation using your data are yours. You may use, reproduce, and share them for your internal business purposes.

Nalevra platform IP: Nalevra retains all rights to the platform, software, assessment frameworks, scoring methodology, algorithms, user interface, and any pre-existing templates or models. You receive a limited, non-exclusive, non-transferable licence to use the Service for its intended purpose during the period your account is active.

You may not copy, distribute, or create derivative works based on the Nalevra platform or its underlying methodology without our prior written consent.

10. Pricing and Payment

Nalevra's pricing is set out at nalevra.com/pricing. All prices are in USD unless otherwise stated. We reserve the right to modify pricing with at least 30 days' notice to existing subscribers.

Payment is processed securely through Stripe. You authorise us to charge your chosen payment method for any fees incurred. For subscription products, your subscription renews automatically at the end of each billing period unless you cancel at least 30 days before the renewal date.

If payment fails, we may suspend access to the Service until payment is received. Outstanding balances remain due regardless of suspension.

11. Refund Policy

Once a gap assessment report has been generated and delivered, no refund is available for that assessment, except as required by applicable consumer protection law.

If you request a refund within 24 hours of purchase and before a report has been generated, we will process a full refund to your original payment method within 10 business days. Refund requests should be sent to legal@nalevra.com.

Verification service fees are non-refundable once a reviewer has been assigned and work has commenced.

12. Confidentiality

We treat the information you submit through Nalevra, including assessment answers, company data, and compliance programme details, as confidential. We do not share your data with third parties except as described in our Privacy Policy or as required by law.

You acknowledge that the Service outputs, including your compliance score, gap findings, and obligation register, are confidential to your organisation. You are responsible for controlling access to and distribution of documents you generate through the Service.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, NALEVRA DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NALEVRA DOES NOT WARRANT THAT: THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR THE RESULTS OBTAINED FROM USING THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NALEVRA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS INCLUDES BUT IS NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR REGULATORY FINES AND PENALTIES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF NALEVRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO NALEVRA IN THE TWELVE MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH LIABILITY IS ASSERTED, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Indemnification

You agree to indemnify, defend, and hold harmless Nalevra, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; (d) any information you submit to the Service that is inaccurate, misleading, or incomplete; or (e) your use of Service outputs in dealings with regulators, investors, customers, or other third parties.

16. Termination

You may close your account at any time by contacting us at legal@nalevra.com or through your account settings. On closure, your access to the Service will end and your data will be handled in accordance with our Privacy Policy.

We may suspend or terminate your account immediately and without prior notice if you breach these Terms, misuse the Service, or engage in conduct we reasonably determine to be harmful to the Service, other users, or third parties.

Sections that by their nature should survive termination, including Sections 4, 5, 9, 13, 14, 15, 17, and 18, will remain in effect after termination.

17. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any legal proceedings arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

If you are located in the United Kingdom or European Economic Area, nothing in these Terms affects your statutory rights under applicable consumer protection or data protection law.

18. Dispute Resolution

We encourage you to contact us first at legal@nalevra.com to resolve any dispute informally before initiating formal proceedings.

If informal resolution is not possible, any dispute arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Delaware. If arbitration is unavailable or unenforceable, disputes shall be resolved in the courts of Delaware. You waive any right to a jury trial.

19. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the revised Terms on this page and updating the effective date above. For paid subscribers, we will provide at least 30 days' notice of material changes by email or through the platform. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms.

20. Contact

For questions about these Terms, contact us at: legal@nalevra.com