Investor Confidentiality Agreement
Version 2026-10-24. Investors accept this when they sign up, and before opening a data room if it has been updated.
This Investor Confidentiality Agreement is between you and AltsXO ("AltsXO"). It applies whenever you access a data room or other non-public offering materials on AltsXO. Each sponsor whose materials you access (a "Sponsor") is an intended third-party beneficiary of this agreement and may enforce it directly against you.
1. Confidential Information. "Confidential Information" means all non-public information about an offering and about each Sponsor's business, the issuer, and any property, company, borrower, tenant or asset involved, in any form, including data room documents, financial models, answers to questions and other communications. It does not include information that (a) is or becomes public other than through your breach, (b) you already lawfully had without a duty of confidentiality, (c) you receive from someone not under a duty of confidentiality, or (d) you develop independently without using it.
2. How you may use it. You will use Confidential Information only to evaluate a possible investment in the offering it relates to, and for no other purpose.
3. Who you may share it with. You will keep Confidential Information confidential. You may share it only with your attorneys, accountants, tax and financial advisers, and, if you invest through an entity, its officers, trustees or employees, in each case only if they need it to help you evaluate the investment and are bound by confidentiality duties at least as protective as these. You are responsible for their compliance. If law or legal process requires you to disclose Confidential Information, you will, where legally permitted, notify each affected Sponsor promptly and disclose only what is required.
4. No forwarding or copying. You will not forward, post, publish, sell or otherwise distribute Confidential Information; remove watermarks or confidentiality markings; or copy, download or scrape materials beyond what the data room allows.
5. Returning or destroying information. If each affected Sponsor asks, you will promptly destroy or return Confidential Information in your possession. Copies kept in automatic backups or as required by law may be retained but remain subject to this agreement.
6. No obligation, no warranty. Neither you nor each affected Sponsor is obligated to complete any investment. No license or other right is granted. Confidential Information is provided as is; any investment will be governed only by the offering's definitive documents.
7. Securities laws. Confidential Information may include material non-public information. You are aware of the restrictions securities laws place on trading on, or passing on, such information.
8. How long this lasts. These obligations continue for two years after you last access the Confidential Information, and for trade secrets, for as long as they remain trade secrets.
9. Remedies. A breach could cause irreparable harm, so each affected Sponsor may seek an injunction or other equitable relief, in addition to any other remedy, without posting a bond where permitted.
10. General. This agreement is governed by the laws of the State of California. It adds to, and does not replace, the Terms of Use. If it conflicts with another confidentiality agreement covering the same information, the provision that better protects the information applies.
11. Electronic acceptance. Selecting "I agree" is your electronic signature under the federal E-SIGN Act and has the same effect as a handwritten signature. A record of your acceptance, including the date, time and text you agreed to, is kept and may be shared with each affected Sponsor.
Some sponsors also require their own NDA before you enter their data room. You'll be asked to accept it the first time you open that room.