Contributor Access & Confidentiality Agreement

This Contributor Access & Confidentiality Agreement (the “Agreement”) applies when a person accepts access to a Lunaseed workspace in a Contributor role. It applies whether the Contributor is invited by a company undergoing diligence, a venture capital or investment firm, or another organization authorized to use Lunaseed. This Agreement establishes the conditions under which the Contributor may access, use, upload, and protect information within that authorized workspace.

IMPORTANT: The same Contributor Agreement applies whether the invitation comes from a Company or a VC/investment firm. Access remains limited to the specific workspace, engagement, information, and permissions assigned to the Contributor.

1. Definitions

• “Contributor” means an individual who accepts an invitation to access a Lunaseed workspace in a Contributor role.
• “Inviting Organization” means the company, venture capital firm, investment firm, or other organization that authorized or caused the Contributor to receive access to the Workspace.
• “Workspace” means the specific Lunaseed company, firm, diligence engagement, request, project area, or other authorized workspace to which the Contributor has been invited and granted access.
• “Confidential Information” means nonpublic information made available to the Contributor through or in connection with the Workspace, including documents, diligence materials, source-linked evidence, integration-derived information, company or firm information, personal information, financial information, technical information, business information, investment work product, and other information that reasonably should be understood as confidential given its nature or the circumstances of disclosure.
• “Authorized Purpose” means performing the Contributor’s assigned responsibilities for the Workspace and no unrelated purpose.
• “Lunaseed” means Lunaseed Inc. and the Lunaseed platform and services.

2. Acceptance and Scope of Access

By accepting this Agreement, the Contributor agrees to access and use the Workspace only for the Authorized Purpose and only within the permissions made available through Lunaseed. The Contributor receives no ownership interest in the Workspace or its contents and no right to access any other company, firm, engagement, or information merely because the Contributor has a Lunaseed account.

Access is personal to the Contributor and may be narrowed, suspended, or revoked at any time by the Inviting Organization or Lunaseed in accordance with applicable permissions, agreements, security requirements, or law.

3. Confidentiality Obligations

The Contributor will protect Confidential Information and will:

• use Confidential Information solely for the Authorized Purpose
• not disclose, forward, publish, transmit, or otherwise make Confidential Information available to any person who is not authorized to receive it
• use at least reasonable care to protect Confidential Information from unauthorized access, use, loss, or disclosure, and no less care than the Contributor uses for similarly sensitive information of its own
• not use Confidential Information for personal benefit, an unrelated commercial purpose, securities trading, competitive intelligence, solicitation, publicity, or any purpose outside the authorized Workspace
• not circumvent Lunaseed permissions, copy restrictions, or other technical controls in order to obtain information the Contributor has not been authorized to access; and
• promptly notify the Inviting Organization or Lunaseed if the Contributor becomes aware of unauthorized access, loss, disclosure, or misuse of Confidential Information.

4. Workspace Permissions and Account Security

The Contributor will use only the account issued to or created by the Contributor and will not share passwords, authentication methods, recovery credentials, or active sessions with another person. The Contributor will follow applicable access restrictions and security instructions and will not attempt to access information outside the permissions assigned to the Contributor.

Lunaseed may record access, uploads, downloads, material actions, and security events for audit, operational, contractual, and security purposes. The Contributor acknowledges that access to a Workspace may be monitored and logged consistent with Lunaseed’s Privacy Policy and applicable agreements.

5. Information and Materials Contributed by the Contributor

If the Contributor uploads, enters, submits, or otherwise provides information or materials to the Workspace, the Contributor represents that the Contributor is authorized to provide those materials for the Authorized Purpose and will not knowingly provide materials in violation of law, confidentiality obligations, intellectual-property rights, privacy rights, or contractual restrictions.

Materials contributed to an organization’s Workspace may remain part of that organization’s diligence or work record even after the Contributor’s access ends. The Contributor does not acquire ownership of the Inviting Organization’s Workspace or of work created by other authorized users merely by contributing to it.

6. Downloads, Local Copies, and External Tools

Where Lunaseed permits a Contributor to download, export, copy, or otherwise access information outside the platform, the Contributor must continue to protect that information under this Agreement. The Contributor may create only those local or external copies reasonably necessary for the Authorized Purpose and may not upload Confidential Information into an unrelated external system, artificial-intelligence service, file-sharing tool, personal account, or other service unless the Inviting Organization has authorized that use.

When the Authorized Purpose ends or access is revoked, the Contributor will, upon request of the Inviting Organization and subject to applicable law or professional recordkeeping duties, return or securely delete copies of Confidential Information held outside Lunaseed that are no longer reasonably required.

7. Professional Advisors and Existing Duties

A Contributor may participate in a professional capacity, including as a lawyer, accountant, consultant, technical advisor, or other specialist. This Agreement does not replace, reduce, or modify any stricter confidentiality, professional, fiduciary, ethical, privilege, or nondisclosure obligation that independently applies to the Contributor.

Nothing in this Agreement creates an attorney-client, accountant-client, fiduciary, employment, agency, partnership, or other professional relationship between Lunaseed and the Contributor, the Company, the Requesting Firm, or another Workspace participant. Lunaseed does not provide legal, tax, accounting, or investment advice.

8. Intellectual Property and Limited Rights

All rights in Confidential Information remain with the applicable owner. Access to the Workspace grants the Contributor only a limited, revocable right to view, use, and contribute information for the Authorized Purpose. No patent, copyright, trademark, trade-secret, database, or other intellectual-property right is transferred to the Contributor by disclosure or access.

Lunaseed retains ownership of the Lunaseed platform, software, models, workflows, templates, interfaces, and other proprietary technology. The Contributor may not reverse engineer, scrape, copy, or exploit Lunaseed technology except as expressly permitted by applicable law or Lunaseed’s written authorization.

9. Data Protection and Privacy

Lunaseed processes personal information and Workspace information as described in the Lunaseed Privacy Policy, Terms of Service, applicable organization agreements, and, where relevant, the Data Processing Addendum. Lunaseed may use authorized service providers to operate, secure, support, and improve the service.

Lunaseed does not use Customer Content to train generalized artificial-intelligence models. The use of a service provider or model provider does not mean that every provider receives every Workspace or every category of Workspace information.

A Contributor’s removal from a Workspace does not automatically require deletion of materials the Contributor previously submitted where those materials form part of the Inviting Organization’s legitimate diligence, business, audit, compliance, or work record. Personal-information requests concerning the Contributor’s own account are handled under the Privacy Policy and applicable law.

10. Acceptable Use and Security Restrictions

The Contributor must comply with Lunaseed’s Acceptable Use Policy and may not use the Workspace to engage in unlawful activity, introduce malicious code, impersonate another person, probe or defeat access controls, scrape or bulk extract information without authorization, interfere with the service, or attempt to access another organization’s data.

Lunaseed may restrict or suspend access when reasonably necessary to protect the security, integrity, availability, or lawful operation of the service or to address suspected misuse.

11. End of Access; Continuing Confidentiality

The Contributor’s access may end when the Workspace or engagement ends, the Inviting Organization removes the Contributor, the Contributor’s role changes, the Contributor’s account is suspended or terminated, or access otherwise ceases under applicable Lunaseed agreements. When access ends, the Contributor must stop using the Workspace and must not attempt to regain access without authorization.

The confidentiality and restricted-use obligations in this Agreement survive the end of access for five (5) years. Obligations concerning trade secrets survive for so long as the information remains protected as a trade secret under applicable law, and obligations concerning personal information or other specially protected information continue for so long as required by applicable law or a stricter independent obligation.

12. Relationship to Other Agreements

This Agreement supplements the Lunaseed Terms of Service, Privacy Policy, and Acceptable Use Policy. If the Contributor is subject to a separate nondisclosure agreement, employment agreement, professional duty, engagement letter, firm policy, or other confidentiality obligation, this Agreement does not reduce any stricter obligation that independently applies.

If a conflict exists between this Agreement and a more general Lunaseed term solely regarding the Contributor’s confidentiality or use of information in the Workspace, this Agreement controls for that limited question. Otherwise, the applicable Lunaseed Terms of Service and organization agreements continue to govern.

13. Remedies

The Contributor acknowledges that unauthorized use or disclosure of Confidential Information may cause harm that may not be fully remedied by monetary damages alone. The applicable owner of Confidential Information or Inviting Organization may seek appropriate injunctive or equitable relief for an actual or threatened breach of the confidentiality or restricted-use obligations, in addition to other remedies available under applicable law or agreement.

14. Electronic Acceptance and Evidence

Checking the acceptance box and selecting “Accept Invitation,” “Join Workspace,” or an equivalent affirmative button constitutes electronic acceptance of this Agreement. The Contributor represents that the Contributor intends to be bound by this Agreement and the applicable Lunaseed Terms of Service.

Lunaseed may retain an audit record of the acceptance event, including the Contributor, Inviting Organization, Workspace or engagement identifier, inviter, assigned role, timestamp, document version, IP address, and device or browser information, together with other technical records reasonably necessary to evidence acceptance and administer access.

15. In-Product Acceptance

The following acceptance language is intended to appear in the Contributor invitation flow:

16. Contact

Questions about this Agreement may be sent to legal@lunaseed.io. Product-support questions may be sent to support@lunaseed.io. Privacy questions may be sent to privacy@lunaseed.io.