Data Room & NDA Policy

1. Purpose and Scope

This Data Room & NDA Policy (the “Policy”) governs the use of the Keystone data room feature (the “Data Room”), a private repository through which clients (“you” or “Client”) may upload, store, and selectively share sensitive materials with prospective investors. This Policy supplements, and does not replace, the Keystone Terms of Service and Privacy Policy. In the event of any conflict, the Terms of Service control.

Keystone is operated by Solvent Capital Partners LLC (“Keystone,” “we,” “us,” or “our”). The Data Room is a passive hosting and access-control tool. We do not review, endorse, verify, or vouch for materials uploaded by Clients or the identity, intent, or conduct of any investor granted access.

2. Client Ownership of Uploaded Materials

All materials uploaded by a Client to the Data Room (“Client Materials”) remain the sole and exclusive property of the Client. Client grants Keystone a limited, non-exclusive, royalty-free license to store, transmit, display, and otherwise process Client Materials solely for the purpose of operating the Data Room in accordance with Client’s instructions. We claim no ownership interest in Client Materials and do not use them for any other purpose.

3. Client Responsibility for What Is Shared

Client is solely responsible for determining what materials to upload to the Data Room and which investors, advisors, or third parties are granted access. By uploading materials, Client represents and warrants that:

(a) it owns or has all necessary rights, licenses, consents, and permissions to upload the materials and to disclose them to the recipients selected; (b) the materials do not infringe, misappropriate, or violate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and (c) the materials comply with all applicable laws, including securities, privacy, and export-control laws.

3.1 Access Decisions Rest With the Client

Keystone does not select which investors may view Client Materials. Every access grant is initiated, approved, and revocable by the Client. Client is responsible for verifying the identity and suitability of any recipient before granting access.

4. Mandatory Investor Non-Disclosure Agreement (Delaware)

Prior to receiving access to any Client Materials in the Data Room, every prospective investor or other third-party recipient must execute a written non-disclosure agreement (“NDA”) with the Client. The NDA must, at a minimum, prohibit unauthorised disclosure, reproduction, distribution, or competitive use of the Client Materials.

Unless the Client and the recipient expressly agree otherwise in writing, the NDA shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws principles, and the state and federal courts located in Delaware shall have exclusive jurisdiction over any dispute arising under or in connection with the NDA.

4.1 Client Obligation to Confirm Execution

It is the Client’s obligation to obtain a fully executed NDA from each recipient before enabling access. Keystone does not act as counsel to the Client or to any investor, does not verify signatures, and does not act as escrow, custodian, or witness for the NDA. Any template that Keystone may make available is provided as a convenience only and is not legal advice; Clients should consult qualified counsel before use.

4.2 Client Acknowledgement

Clients are advised that sharing sensitive information without a properly executed NDA materially reduces the legal protections available to them. By using the Data Room, Client acknowledges that it has been made aware of this requirement and assumes full responsibility for ensuring compliance.

5. Disclaimer of Liability for Downstream Misuse

To the maximum extent permitted by applicable law, Keystone and Solvent Capital Partners LLC, together with their affiliates, officers, directors, employees, and agents, shall have no liability whatsoever for any misuse, unauthorised disclosure, copying, forwarding, competitive use, exfiltration, publication, or other breach of confidentiality of Client Materials by any investor, advisor, or third party once such materials have been accessed, viewed, downloaded, or otherwise received through the Data Room.

Client agrees that any and all remedies for a breach of confidentiality by a recipient lie solely between the Client and the recipient under the executed NDA and applicable law, and Client irrevocably waives any and all claims against Keystone and Solvent Capital Partners LLC arising out of or relating to such downstream conduct.

Without limiting the foregoing, Keystone shall not be liable for: (a) any recipient’s violation of the NDA; (b) any loss of trade-secret status resulting from disclosure to a recipient; (c) any use of Client Materials by a recipient in evaluating, funding, competing with, or investing in other companies; or (d) any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind.

6. Platform Security Controls

Client Materials are stored in a private, access-controlled storage bucket. Access to any Data Room is scoped per recipient, may be revoked by the Client at any time, and is logged for audit purposes. Transport of Client Materials between the Client’s browser, Keystone, and authorised recipients is encrypted in transit. These controls describe capabilities Keystone provides on the platform; they are not a certification, audit, or guarantee of any particular security standard.

7. Sensitive and Regulated Data

The Data Room is intended for ordinary fundraising and diligence materials such as pitch decks, financial models, cap tables, product documentation, and corporate records. It is not a HIPAA-compliant environment, a PCI-DSS cardholder-data environment, or an environment approved for classified, export-controlled, or otherwise regulated data. Clients should redact or omit third-party personal data, protected health information, payment card data, government-classified information, and any other regulated data before upload.

8. Retention and Deletion

Client Materials remain in the Data Room until deleted by the Client or until the Client’s account is closed. Upon deletion or account closure, materials are removed from the active storage bucket. Backup copies retained for standard operational recovery are overwritten in the ordinary course. Recipients who downloaded materials prior to deletion may retain copies outside Keystone’s systems; enforcement of the NDA against such recipients is the Client’s responsibility.

9. Governing Law

This Policy shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The Delaware governing-law requirement for investor NDAs described in Section 4 is consistent with, and reinforced by, this provision.

10. Contact

Questions about this Policy, or notices regarding a suspected breach of an executed NDA, should be directed to:

Solvent Capital Partners LLC
legal@keystone.markets

This Policy is provided by Keystone for informational purposes and does not constitute legal advice. Clients should consult qualified counsel regarding their specific circumstances.