Legal Disclaimer

​

1. General Disclaimer

Last Updated: September 30, 2025 Effective Date: September 30, 2025 This disclaimer (the “Disclaimer”) is issued by Nexis Labs and its affiliated entities (collectively, “Nexis Labs,” “we,” “us,” or “our”) and applies to all users, participants, developers, validators, and any other parties (collectively, “you,” “your,” or “User”) who access, use, or interact with the Nexis Network blockchain protocol, NZT utility tokens, smart contracts, decentralized applications, documentation, websites, APIs, or any other related services, tools, or materials (collectively, the “Services”).

​

1.1 Nature of This Document

This Disclaimer is a legal document that sets forth important information regarding the limitations of liability, risks, and other considerations associated with the use of the Services. This Disclaimer should be read in conjunction with our Terms of Service and any other applicable documentation.

​

1.2 Changes to This Disclaimer

We reserve the right to modify, update, or replace this Disclaimer at any time at our sole discretion. Any changes will be effective immediately upon posting. Your continued use of the Services after any such changes constitutes your acceptance of the new Disclaimer. It is your responsibility to review this Disclaimer periodically for updates.

​

2. NOT AN INVESTMENT CONTRACT OR SECURITY

​

2.1 Utility Token Purpose

NZT tokens serve the following utility functions only:

1. Network Gas Fees: Payment for transaction processing and computational resources on the Nexis Network
2. Staking Mechanism: Securing the network through proof-of-stake consensus participation
3. Governance Participation: Voting on protocol upgrades, parameter changes, and community proposals
4. Network Security Deposits: Collateral for validator operations and network security
5. Smart Contract Execution: Fuel for decentralized application operations
6. Resource Allocation: Access to network bandwidth, storage, and computational resources

​

2.2 No Expectation of Profits

NO PROFIT EXPECTATION: Users should have NO EXPECTATION of profits, financial returns, appreciation in value, dividends, distributions, or any other form of financial gain from:

• Purchasing, acquiring, or holding NZT tokens
• Participating in the Nexis Network ecosystem
• Staking NZT tokens for network security
• Engaging in governance activities
• Operating validator nodes
• Developing or deploying applications on Nexis Network

Any potential changes in the market value of NZT tokens are entirely incidental to their utility functions and are NOT a designed feature, promised outcome, or intended purpose of the token. The utility value of NZT for network operations is independent of any secondary market pricing.

​

2.3 No Promises or Guarantees

Nexis Labs and its affiliated entities make NO REPRESENTATIONS, WARRANTIES, OR PROMISES regarding:

• Future value, price, or market capitalization of NZT tokens
• Liquidity, tradability, or market availability of NZT tokens
• Token listing on any exchange, platform, or marketplace
• Investment returns, yields, or financial performance
• Business development, partnerships, or ecosystem growth
• Adoption rates, user growth, or network effects
• Technological success or market acceptance

​

2.4 Independent Legal and Tax Advice

SEEK PROFESSIONAL ADVICE: The regulatory classification of cryptographic tokens, digital assets, and blockchain protocols varies significantly across jurisdictions and is subject to ongoing evolution. Before acquiring, holding, using, or disposing of NZT tokens, you MUST:

• Consult with qualified legal counsel in your jurisdiction
• Seek advice from licensed tax professionals regarding tax implications
• Understand applicable securities laws, commodity regulations, and financial services requirements
• Ensure compliance with anti-money laundering (AML) and know-your-customer (KYC) obligations
• Verify that your participation is lawful under local, national, and international regulations

​

3. OPEN SOURCE SOFTWARE AND MIT LICENSE

​

3.1 Open Source Nature

Nexis Network is built on open-source software principles. The core protocol, smart contracts, client implementations, development tools, and documentation are released under the MIT License (Massachusetts Institute of Technology License), one of the most permissive open-source licenses.

​

3.2 MIT License Terms

The MIT License grants you the following permissions without charge:

• Use the software for any purpose (commercial or non-commercial)
• Copy, modify, merge, publish, and distribute the software
• Sublicense the software to third parties
• Create derivative works based on the software

Subject to the following conditions:

• The copyright notice and permission notice must be included in all copies or substantial portions of the software
• The software is provided “AS IS” without warranties of any kind

​

3.3 No Proprietary Claims

Nexis Labs does NOT claim exclusive proprietary rights to the core protocol. The open-source nature means:

• Anyone can audit, review, and verify the source code
• The community can propose improvements and modifications
• Developers can fork the codebase and create alternative implementations
• No single entity has unilateral control over the protocol
• The network is designed to operate autonomously without centralized control

​

3.4 Community Development

The Nexis Network ecosystem is developed, maintained, and governed by a decentralized community of:

• Core protocol developers and contributors
• Validator operators and node runners
• Application developers and entrepreneurs
• Governance participants and token holders
• Researchers, auditors, and security experts
• Users, advocates, and ecosystem participants

Nexis Labs is one contributor among many and does not guarantee continued involvement, support, or development.

​

4. SOFTWARE PROVIDED “AS IS” - NO WARRANTIES

​

4.1 Types of Warranties Disclaimed

Nexis Labs EXPLICITLY DISCLAIMS all warranties, including but not limited to: Express Warranties: Any oral or written representations, promises, or guarantees Implied Warranties, including:

• Merchantability: Fitness for commercial use or market standards
• Fitness for a Particular Purpose: Suitability for your specific use case or requirements
• Non-Infringement: Freedom from intellectual property violations
• Title: Valid ownership or rights transfer
• Quality: Performance standards or quality benchmarks
• Accuracy: Correctness or reliability of information
• Completeness: Comprehensive or exhaustive coverage

Statutory Warranties: Any warranties imposed by law to the maximum extent permitted

​

4.2 No Guarantee of Functionality

We do NOT warrant or guarantee that:

• The Services will operate without interruption, errors, or defects
• The Services will be available at all times or at any specific time
• The Services will meet your requirements or expectations
• Any errors, bugs, or vulnerabilities will be corrected
• The Services will be compatible with other systems or software
• Data transmission will be secure, encrypted, or private
• Smart contracts will execute as intended or expected
• Blockchain transactions will be confirmed or irreversible
• Network consensus will be maintained or achieved
• Validator operations will be profitable or sustainable

​

4.3 Experimental Technology

Blockchain technology, distributed consensus systems, cryptographic protocols, and smart contract platforms are experimental, emerging, and rapidly evolving technologies. The Services incorporate:

• Novel cryptographic algorithms and security assumptions
• Untested economic mechanisms and incentive structures
• Complex distributed systems with emergent behaviors
• Cutting-edge software engineering practices
• Unproven governance and coordination models

Users acknowledge that these technologies are inherently risky, unpredictable, and subject to failure without warning or recourse.

​

5. COMPREHENSIVE RISK DISCLOSURES

​

5.1 Smart Contract and Software Risks

Code Vulnerabilities: Smart contracts and blockchain software may contain:

• Security vulnerabilities, exploits, or backdoors
• Logic errors, bugs, or unintended behaviors
• Design flaws or architectural weaknesses
• Incompatibilities or integration issues
• Performance bottlenecks or scalability limitations

Immutability Consequences: Once deployed, smart contracts are typically immutable and irreversible:

• Bugs cannot be easily fixed or patched
• Funds locked in contracts may be permanently lost
• Malicious contracts cannot be easily shut down
• Unintended consequences may be irreversible

Audit Limitations: Even professionally audited smart contracts may contain undiscovered vulnerabilities:

• Audits do not guarantee security or correctness
• New attack vectors may emerge after auditing
• Complex interactions may produce unexpected results
• Economic exploits may not be detected by code audits

​

5.2 Blockchain and Network Risks

Consensus Failures: Distributed consensus mechanisms may fail due to:

• Network partitions or communication failures
• Byzantine attacks or malicious validators
• Economic attacks or stake manipulation
• Software bugs in consensus implementation
• Coordination failures or deadlocks

Chain Reorganizations: Blockchain history may be rewritten:

• Transactions may be reversed or double-spent
• Finality may be delayed or uncertain
• Forks may split the network into competing chains
• Assets may exist on multiple incompatible chains

Network Congestion: High demand may result in:

• Transaction delays or failures
• Increased gas fees and costs
• Service degradation or unavailability
• Denial-of-service conditions
• Priority inversion or censorship

51% Attacks: Concentrated control of validation power could enable:

• Transaction censorship or exclusion
• Double-spending attacks
• Chain reorganization or rewriting
• Network disruption or destruction

​

5.3 Cryptographic and Security Risks

Key Management: Private key security is entirely your responsibility:

• Lost keys result in permanent loss of assets
• Stolen keys enable complete asset theft
• No recovery mechanism for lost keys
• No customer support for key recovery
• Compromised keys cannot be revoked

Cryptographic Assumptions: Security depends on unproven mathematical assumptions:

• Cryptographic algorithms may be broken
• Quantum computers may compromise security
• Implementation flaws may weaken protections
• Side-channel attacks may leak information

Wallet and Interface Risks: Third-party wallets and interfaces may:

• Contain security vulnerabilities
• Be compromised by attackers
• Disappear or become unavailable
• Steal or lose your assets
• Provide incorrect information

​

5.4 Market and Economic Risks

Extreme Volatility: Cryptocurrency markets are extremely volatile:

• Prices may fluctuate wildly and unpredictably
• Total loss of market value is possible
• Liquidity may disappear suddenly
• Market manipulation may occur
• Trading may be halted or restricted

Liquidity Risks: NZT tokens may experience:

• Limited or no market liquidity
• Wide bid-ask spreads
• Difficulty buying or selling at desired prices
• Inability to exit positions
• Forced liquidations at unfavorable prices

Staking Risks: Validator staking involves specific risks:

• Slashing penalties for misbehavior or downtime
• Lock-up periods preventing withdrawals
• Opportunity cost of locked capital
• Technical complexity and operational burden
• Competition reducing rewards over time

Economic Model Failure: The tokenomics and incentive structures may:

• Fail to achieve intended goals
• Produce unintended negative consequences
• Become economically unsustainable
• Be exploited by sophisticated actors
• Require emergency modifications

​

5.5 Regulatory and Legal Risks

Regulatory Uncertainty: The legal status of blockchain networks and cryptographic tokens is:

• Unclear and evolving in most jurisdictions
• Subject to sudden regulatory changes
• Potentially retroactive in application
• Inconsistent across different countries
• Potentially adverse to users and projects

Compliance Requirements: You may be subject to:

• Securities laws and registration requirements
• Commodities regulations and trading rules
• Money transmission and payment processing laws
• Anti-money laundering (AML) obligations
• Tax reporting and withholding requirements
• Sanctions and embargo restrictions

Legal Proceedings: Regulatory actions may include:

• Cease and desist orders
• Civil enforcement actions
• Criminal prosecution
• Asset seizures or freezes
• Fines and penalties
• License revocations

Jurisdictional Conflicts: Different legal systems may impose:

• Conflicting obligations or prohibitions
• Inaccessible or unavailable dispute resolution
• Unenforceable judgments or awards
• Uncertain choice of law principles
• Multiple concurrent claims or proceedings

​

5.6 Operational and Technical Risks

System Failures: Infrastructure may experience:

• Hardware failures or malfunctions
• Software crashes or corruption
• Network outages or disconnections
• Database errors or data loss
• Backup and recovery failures

Integration Risks: Interacting with external systems may cause:

• Incompatibility issues
• Data synchronization problems
• Version conflicts or breaking changes
• Dependency failures
• Cascading system failures

Human Error: Mistakes in usage may result in:

• Incorrect transaction parameters
• Wrong recipient addresses
• Irreversible transfer errors
• Misunderstanding of fees or costs
• Operational procedure failures

​

5.7 Governance and Coordination Risks

Governance Deadlock: On-chain governance may result in:

• Inability to reach consensus on critical decisions
• Voter apathy or low participation
• Plutocratic control by large stakeholders
• Contentious hard forks splitting the community
• Governance attacks or manipulation

Development Risks: Protocol development may face:

• Developer disagreements or departures
• Funding shortfalls or resource constraints
• Competing implementation incompatibilities
• Delayed or cancelled roadmap items
• Technical debt and maintenance burden

Community Coordination: Decentralized coordination may fail due to:

• Communication breakdowns
• Conflicting incentives or priorities
• Free-rider problems
• Tragedy of the commons
• Social engineering attacks

​

5.8 Third-Party Risks

Dependency Failures: The Services rely on third-party components:

• Node infrastructure and hosting services
• Oracle networks and data providers
• Cross-chain bridges and interoperability protocols
• Frontend hosting and DNS services
• External APIs and web services

Any failure, compromise, or termination of third-party services may impact the Services. Ecosystem Risks: The broader blockchain ecosystem may experience:

• Exchange hacks or insolvency
• Stablecoin de-pegging or collapse
• DeFi protocol exploits or failures
• Cross-chain bridge compromises
• Infrastructure provider outages

​

5.9 Force Majeure and Unforeseeable Risks

Nexis Labs shall not be liable for failures, delays, or damages resulting from events beyond reasonable control, including:

• Natural disasters (earthquakes, floods, fires)
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Internet or telecommunications infrastructure failures
• Power outages or energy supply disruptions
• Cyberattacks, hacking, or malware infections
• Changes in law, regulation, or government policy
• Acts of God or other unforeseeable circumstances

​

6. LIMITATION OF LIABILITY

​

6.1 Exclusion of Damages

The Nexis Parties shall NOT be liable for: Direct Damages: Actual losses directly resulting from use of the Services Indirect Damages: Consequential, incidental, or secondary losses Special Damages: Unique or particular losses specific to your situation Exemplary or Punitive Damages: Damages intended to punish or deter Loss of Profits: Lost business opportunities or anticipated earnings Loss of Revenue: Reduced income or sales Loss of Data: Corruption, deletion, or unavailability of information Loss of Use: Inability to access or utilize the Services Loss of Goodwill: Reputational harm or business relationships Loss of Opportunities: Missed chances or alternatives foregone Cost of Procurement: Expenses for substitute goods or services Business Interruption: Operational disruptions or downtime

​

6.2 Maximum Liability Cap

AGGREGATE MAXIMUM LIABILITY: To the maximum extent permitted by law, the total aggregate liability of the Nexis Parties for all claims arising out of or relating to the Services shall not exceed the GREATER OF (a) $100 USD or (b) the amount you paid to Nexis Labs, if any, in the twelve (12) months preceding the claim.

​

6.3 Liability Allocation

The limitations and exclusions in this section apply:

• Regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise)
• Even if the Nexis Parties have been advised of the possibility of such damages
• Even if a limited remedy fails of its essential purpose
• To the fullest extent permitted by applicable law in your jurisdiction

​

6.4 Essential Basis of Bargain

You acknowledge and agree that these limitations of liability are fundamental elements of the agreement between you and Nexis Labs. The Services are provided at no cost or low cost specifically because of these limitations. Without these limitations, the Services would not be offered on the current terms.

​

7. NO FINANCIAL OR INVESTMENT ADVICE

​

7.1 No Professional Relationship

Nexis Labs is NOT:

• A financial advisor, investment advisor, or broker-dealer
• A registered investment advisor under any securities laws
• A commodities trading advisor or futures commission merchant
• A licensed financial professional in any jurisdiction
• Providing personalized financial or investment recommendations
• Acting in a fiduciary capacity toward any user

​

7.2 Information Purposes Only

All information provided through the Services is for informational and educational purposes only and should not be construed as:

• A recommendation to buy, sell, or hold any asset
• Professional financial planning or investment advice
• Tax, legal, or accounting guidance
• A guarantee or prediction of future performance
• An endorsement of any particular strategy or approach

​

7.3 Your Responsibility

You are solely responsible for:

• Conducting your own research and due diligence (DYOR)
• Evaluating risks and making independent decisions
• Determining the suitability of the Services for your circumstances
• Consulting qualified professionals before making financial decisions
• Understanding and complying with applicable laws and regulations
• Managing your own financial, legal, and tax affairs

​

8. REGIONAL RESTRICTIONS AND PROHIBITED JURISDICTIONS

​

8.1 Geographic Restrictions

The Services may NOT be available, lawful, or suitable for use in all countries, states, or territories. It is YOUR RESPONSIBILITY to determine whether your access to and use of the Services is legal in your jurisdiction.

​

8.2 Prohibited Jurisdictions

Users from the following jurisdictions are EXPRESSLY PROHIBITED from accessing or using the Services:

• Any jurisdiction where such use would be illegal or unauthorized
• Countries subject to comprehensive U.S. economic sanctions (e.g., Cuba, Iran, North Korea, Syria, Crimea region)
• Jurisdictions where cryptocurrency or blockchain technology is banned or restricted
• Locations where we have determined not to offer the Services

This list is not exhaustive and may be updated without notice.

​

8.3 Sanctions Compliance

You represent and warrant that you are NOT:

• Located in, a resident of, or organized under the laws of any prohibited jurisdiction
• Listed on any government sanctions list or designated as a blocked or restricted party
• Owned or controlled by any sanctioned person or entity
• Acting on behalf of any prohibited party

Violation of sanctions laws may result in civil and criminal penalties.

​

8.4 Geofencing and Access Restrictions

We reserve the right to:

• Implement geographic restrictions or geofencing technology
• Block access from IP addresses in prohibited jurisdictions
• Require verification of location or identity
• Terminate accounts or access for users in restricted regions
• Take any other measures necessary to comply with applicable laws

​

9. NO WARRANTIES REGARDING THIRD-PARTY SERVICES

​

9.1 Third-Party Integrations

The Nexis Network ecosystem may integrate with, link to, or rely upon third-party services, including:

• Cryptocurrency wallets and custody services
• Decentralized exchanges (DEXs) and automated market makers (AMMs)
• Cross-chain bridges and interoperability protocols
• Oracle networks and data feeds
• Block explorers and analytics platforms
• Development tools and infrastructure services

​

9.2 No Endorsement

Nexis Labs does NOT endorse, recommend, or warrant any third-party services, applications, or protocols. References to third parties are for informational purposes only and do not constitute:

• Recommendations or advice to use specific services
• Guarantees of security, reliability, or performance
• Liability for third-party actions, failures, or misconduct
• Partnerships, affiliations, or official relationships (unless explicitly stated)

​

9.3 Third-Party Risks

You acknowledge that third-party services may:

• Impose their own terms, conditions, and fees
• Have different security practices and vulnerabilities
• Collect, use, or share your personal information
• Experience outages, failures, or service termination
• Change functionality or discontinue support
• Be compromised, hacked, or exploited

​

10. INTELLECTUAL PROPERTY NOTICE

​

10.1 Trademarks

“Nexis Network,” “Nexis Labs,” “NZT,” the Nexis logo, and other marks, logos, and service names are trademarks or registered trademarks of Nexis Labs or its licensors. You may not use these marks without prior written permission, except as permitted by the MIT License for the open-source software components.

​

10.2 Open Source Components

While the core software is open source under the MIT License, certain branding elements, documentation, and proprietary tools may have different licensing terms. Review individual repository licenses for specific guidance.

​

11. UPDATES AND MODIFICATIONS

​

11.1 Protocol Changes

The Nexis Network protocol is subject to ongoing development, updates, and modifications through:

• Community governance proposals
• Core developer improvements
• Security patches and bug fixes
• Network upgrades and hard forks
• Parameter adjustments and optimizations

Changes may occur without notice and may affect the functionality, usability, or economics of the Services.

​

11.2 Breaking Changes

Protocol upgrades may introduce breaking changes that:

• Require user action (software updates, migrations, etc.)
• Render certain applications or contracts incompatible
• Change fee structures or economic parameters
• Alter governance rules or voting mechanisms
• Impact validator operations or staking requirements

​

11.3 No Obligation to Update

Nexis Labs has NO OBLIGATION to:

• Provide updates, patches, or improvements
• Maintain backward compatibility
• Notify users of changes in advance
• Support deprecated features or versions
• Continue development of the protocol

​

12. SEVERABILITY AND INTERPRETATION

​

12.1 Severability

If any provision of this Disclaimer is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Disclaimer, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

​

12.2 No Waiver

The failure of Nexis Labs to enforce any right or provision of this Disclaimer shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Nexis Labs.

​

12.3 Entire Agreement

This Disclaimer, together with the Terms of Service and any other applicable agreements, constitutes the entire agreement between you and Nexis Labs regarding the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements, whether written or oral.

​

13. CONTACT INFORMATION

For questions, concerns, or notifications regarding this Disclaimer, please contact: Nexis Labs Email: team@nex-t1.ai Website: https://nexis.network Note: This contact information is for legal and compliance inquiries only. We do not provide customer support, technical assistance, or financial advice through these channels.

---

​

ACKNOWLEDGMENT AND ACCEPTANCE

YOU FURTHER ACKNOWLEDGE THAT:

• You have carefully reviewed all risk disclosures and understand the risks involved
• You are using the Services entirely at your own risk
• NZT is a utility token and not an investment or security
• You will not rely on any statement, representation, or warranty not explicitly contained in this Disclaimer
• You are solely responsible for compliance with all applicable laws in your jurisdiction
• You have consulted with legal, financial, and tax professionals as necessary
• No Nexis Party shall have any liability for your use of or inability to use the Services
• You waive any claims against the Nexis Parties to the maximum extent permitted by law

Last Updated: September 30, 2025

---