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LEGALLY BINDING AGREEMENTTHESE TERMS OF SERVICE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NEXIS LABS. BY ACCESSING OR USING NEXIS NETWORK, NZT TOKENS, OR ANY RELATED SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

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1. ACCEPTANCE OF TERMS

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1.1 Agreement to Terms

These Terms of Service (the “Terms,” “Agreement,” or “ToS”) govern your access to and use of the Nexis Network blockchain protocol, NZT utility tokens, smart contracts, decentralized applications, developer tools, documentation, websites (including nexis.network and subdomains), APIs, software development kits (SDKs), and any other related products, services, or materials provided by Nexis Labs and its affiliates (collectively, the “Services”). By accessing, using, browsing, or interacting with the Services in any manner, you acknowledge that:
  • You have READ these Terms in their entirety
  • You UNDERSTAND the rights, obligations, and limitations set forth herein
  • You AGREE to be legally bound by these Terms
  • You consent to the collection, use, and disclosure of information as described in our Privacy Policy
  • You have reviewed and accept our Legal Disclaimer

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1.2 Modification of Terms

Nexis Labs reserves the right, in its sole discretion, to modify, update, supplement, or replace these Terms at any time. Changes may be made for various reasons, including but not limited to:
  • Reflecting changes in applicable laws or regulations
  • Addressing new features, functionality, or services
  • Improving security, safety, or operational practices
  • Clarifying ambiguous language or correcting errors
  • Responding to legal, regulatory, or compliance requirements
Notice of Changes: When material changes are made, we will:
  • Update the “Last Updated” date at the top of these Terms
  • Provide notice through the Services (such as banner notifications) or via email
  • In some cases, require affirmative acceptance of the updated Terms
Continued Use Constitutes Acceptance: Your continued access to or use of the Services after any changes become effective constitutes your binding acceptance of the revised Terms. If you do not agree to the modified Terms, you must immediately cease all use of the Services.

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1.3 Additional Terms and Policies

These Terms incorporate by reference and include:
  • Legal Disclaimer: Comprehensive risk disclosures and liability limitations
  • Privacy Policy: Information collection, use, and sharing practices
  • Open Source Licenses: MIT License and other applicable open source licenses
  • Community Guidelines: Standards for participation in forums, governance, and social channels
  • Network Rules: Technical requirements and consensus protocol specifications
In the event of a conflict between these Terms and any additional terms or policies, these Terms shall control unless explicitly stated otherwise.

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2. ELIGIBILITY AND RESTRICTIONS

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2.1 Age Requirements

You must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater) to access or use the Services. By using the Services, you represent and warrant that you meet these age requirements. Minor Protection: If you are under the required age, you are PROHIBITED from accessing or using the Services. If we discover that a minor has accessed the Services, we will promptly terminate access and delete any associated information. You represent and warrant that:
  • You have the legal capacity and authority to enter into these Terms
  • You are NOT prohibited by any applicable law from using the Services
  • Your use of the Services will NOT violate any laws or regulations applicable to you
  • You have obtained any necessary approvals, consents, or permissions required in your jurisdiction
  • If you are acting on behalf of an entity, you have the authority to bind that entity to these Terms

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2.3 Jurisdictional Restrictions

PROHIBITED JURISDICTIONSUsers from certain jurisdictions are EXPRESSLY PROHIBITED from accessing or using the Services.
The Services are NOT available to, and may NOT be used by:
  • Sanctioned Countries: Persons or entities located in, residents of, or organized under the laws of countries subject to comprehensive economic sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine
  • Restricted Jurisdictions: Countries or regions where cryptocurrency, blockchain technology, or the Services are illegal, prohibited, or restricted
  • Sanctioned Persons: Individuals or entities listed on any government sanctions list, including the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List, the U.S. Commerce Department’s Denied Persons List, or any similar list maintained by other governments
  • Prohibited Parties: Any person or entity that is owned, controlled by, or acting on behalf of any sanctioned person or entity

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2.4 Representations and Warranties Regarding Eligibility

By using the Services, you represent, warrant, and covenant that:
  • You are NOT located in, a resident of, a national of, or organized under the laws of any prohibited jurisdiction
  • You are NOT listed on any government sanctions list or subject to asset freezes or other restrictions
  • You will NOT use the Services to facilitate transactions involving any sanctioned person, entity, or jurisdiction
  • You will NOT use any technology (such as VPNs, proxies, or Tor) to circumvent geographic restrictions
  • You will IMMEDIATELY CEASE use of the Services if you become subject to any restrictions or prohibitions

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2.5 Compliance Obligations

You are solely responsible for:
  • Determining whether your use of the Services is lawful in your jurisdiction
  • Complying with all applicable local, state, national, and international laws and regulations
  • Obtaining any required licenses, permits, approvals, or registrations
  • Paying all applicable taxes, duties, or fees related to your use of the Services
  • Implementing adequate anti-money laundering (AML) and know-your-customer (KYC) measures as required
  • Conducting appropriate due diligence on counterparties and transactions

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3. OPEN SOURCE LICENSING

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3.1 MIT License Grant

The core Nexis Network protocol software, including blockchain client implementations, consensus mechanisms, smart contract runtime, development tools, and associated libraries, is released under the MIT License (Massachusetts Institute of Technology License). License Text: 
MIT License

Copyright (c) 2025 Nexis Labs

Permission is hereby granted, free of charge, to any person obtaining a copy
of this software and associated documentation files (the "Software"), to deal
in the Software without restriction, including without limitation the rights
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all
copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
SOFTWARE.

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3.2 Scope of Open Source License

The MIT License grants you the following rights without charge: Use: Utilize the software for any purpose, including commercial purposes Copy: Make copies of the software for distribution or personal use Modify: Alter, adapt, or create derivative works based on the software Merge: Combine the software with other software or projects Publish: Make the software publicly available Distribute: Share copies of the software with others Sublicense: Grant licenses to third parties under your own terms Sell: Commercialize copies or derivative works of the software 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 (as detailed in Section 4)

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3.3 Scope of Non-Open Source Assets

While the core protocol software is open source, the following assets are NOT covered by the MIT License and are subject to separate intellectual property rights:
  • Trademarks, service marks, trade names, and logos (e.g., “Nexis Network,” “Nexis Labs,” “NZT”)
  • Brand guidelines and visual identity elements
  • Proprietary documentation and educational materials (unless explicitly marked as open source)
  • Third-party software components with different license terms
  • Trade secrets and confidential business information

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3.4 Contributions and Derivative Works

Community Contributions: Contributions to the Nexis Network open-source repositories are welcomed and encouraged. By submitting a contribution (pull request, patch, code submission, etc.), you:
  • Agree to license your contribution under the MIT License
  • Represent that you have the right to grant such license
  • Waive any claims against Nexis Labs or other contributors
  • Acknowledge that contributions may be used, modified, or rejected at the discretion of repository maintainers
Derivative Works: You may create derivative works based on the open-source software, subject to the MIT License terms. However, derivative works:
  • Must include the original MIT License copyright and permission notices
  • Should avoid trademark confusion or false association with Nexis Labs
  • May not imply endorsement or official status without explicit permission
  • Are subject to your own responsibility for compliance, security, and maintenance

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3.5 No Warranty Under MIT License

As explicitly stated in the MIT License, the software is provided “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. See Section 4 for detailed warranty disclaimers.

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4. SOFTWARE PROVIDED “AS IS” - DISCLAIMER OF WARRANTIES

COMPREHENSIVE WARRANTY DISCLAIMERTHE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NEXIS LABS DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

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4.1 No Express Warranties

Nexis Labs makes NO EXPRESS WARRANTIES, representations, or guarantees regarding:
  • The reliability, accuracy, completeness, or timeliness of the Services
  • The suitability of the Services for your particular purpose or use case
  • The availability, uptime, or performance of the Services
  • The security, privacy, or integrity of data or transactions
  • The results or outcomes obtained from using the Services
  • The correction of errors, bugs, or vulnerabilities
  • The compatibility with other systems, software, or protocols

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4.2 Disclaimer of Implied Warranties

To the maximum extent permitted by law, Nexis Labs DISCLAIMS ALL IMPLIED WARRANTIES, including: Implied Warranty of Merchantability: The Services are not warranted to be of merchantable quality or to conform to any industry standards or common practices. Implied Warranty of Fitness for a Particular Purpose: The Services are not warranted to meet your specific requirements or to be suitable for any particular use, application, or implementation. Implied Warranty of Non-Infringement: While we take reasonable steps to respect intellectual property rights, we do not warrant that the Services do not infringe any third-party patents, copyrights, trademarks, or other proprietary rights. Implied Warranty of Title: We do not warrant that we have valid and enforceable title to all components of the Services or that your use will be free from claims by third parties. Implied Warranty of Quiet Enjoyment: We do not warrant that your use of the Services will be uninterrupted, secure, or free from adverse interference.

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4.3 No Guarantee of Functionality

Nexis Labs does NOT guarantee or warrant that:
  • The Services will operate without errors, bugs, defects, or vulnerabilities
  • The Services will be available at all times or will not experience downtime
  • Any errors or defects will be identified, reported, or corrected
  • Transactions will be processed, confirmed, or finalized as expected
  • Smart contracts will execute correctly or produce intended results
  • Data will be accurately transmitted, stored, or retrieved
  • Network consensus will be achieved or maintained
  • Validator operations will be profitable, sustainable, or successful

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4.4 Experimental and Evolving Technology

You acknowledge and accept that:
  • Blockchain technology is experimental, emerging, and rapidly evolving
  • Distributed systems have complex, unpredictable, and emergent behaviors
  • Cryptographic protocols rely on unproven mathematical assumptions
  • Smart contracts are immutable and may contain undiscovered vulnerabilities
  • The Services incorporate novel economic mechanisms with uncertain outcomes
  • Future technological developments (e.g., quantum computing) may compromise security

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4.5 Third-Party Services Disclaimer

Nexis Labs does NOT control and is NOT responsible for:
  • Third-party wallets, exchanges, or custody services
  • Oracle networks or data feeds integrated with the Services
  • Cross-chain bridges or interoperability protocols
  • Decentralized applications (dApps) built on Nexis Network
  • External websites, APIs, or services linked to or from the Services
  • User-generated content or community contributions
Any reliance on third-party services is entirely at your own risk.

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5. USER RESPONSIBILITIES AND ACCEPTABLE USE

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5.1 Your Responsibilities

As a user of the Services, you are solely and exclusively responsible for: Security and Key Management:
  • Maintaining the confidentiality and security of your private keys, passwords, seed phrases, and authentication credentials
  • Implementing appropriate security measures (hardware wallets, multi-signature schemes, secure storage)
  • Protecting your devices and accounts from unauthorized access, malware, phishing, and social engineering attacks
  • Immediately reporting any suspected security breaches or compromises
Transaction Accuracy:
  • Verifying the correctness of transaction details (recipient addresses, amounts, fees, parameters)
  • Understanding that blockchain transactions are irreversible and immutable once confirmed
  • Accepting full responsibility for errors, mistakes, or unintended transactions
Compliance and Legal Obligations:
  • Determining the legality of your use of the Services in your jurisdiction
  • Complying with all applicable laws, regulations, and industry standards
  • Obtaining necessary licenses, registrations, or approvals
  • Reporting and paying all applicable taxes, duties, and fees
  • Conducting due diligence and risk assessments as required
Operational and Technical Responsibilities:
  • Maintaining compatible hardware, software, and network infrastructure
  • Keeping software clients, wallets, and tools updated
  • Monitoring network conditions, gas prices, and congestion
  • Understanding the technical operation of blockchain protocols and smart contracts

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5.2 Prohibited Uses

You agree that you will NOT use the Services to engage in, facilitate, or promote any of the following prohibited activities: Illegal Activities:
  • Violating any applicable local, state, national, or international laws or regulations
  • Facilitating money laundering, terrorist financing, fraud, or other financial crimes
  • Evading sanctions, embargoes, or export controls
  • Trafficking in illegal goods or services (drugs, weapons, stolen property, etc.)
  • Engaging in or promoting child exploitation or abuse
Fraudulent or Deceptive Activities:
  • Misrepresenting your identity, affiliation, or authority
  • Impersonating any person, entity, or Nexis Labs representative
  • Providing false, misleading, or deceptive information
  • Engaging in pump-and-dump schemes, wash trading, or market manipulation
  • Creating fraudulent tokens, contracts, or applications
Harmful or Malicious Activities:
  • Distributing malware, viruses, worms, ransomware, or other harmful code
  • Launching denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks
  • Attempting to gain unauthorized access to systems, accounts, or networks
  • Reverse engineering, decompiling, or disassembling proprietary software components (except as permitted by open-source licenses)
  • Exploiting vulnerabilities or bugs for malicious purposes
Network Abuse:
  • Spamming the network with excessive or unnecessary transactions
  • Conducting 51% attacks or other consensus manipulation
  • Operating sybil attacks or fake validator nodes
  • Attempting to disrupt, interfere with, or degrade network operations
  • Consuming disproportionate resources without legitimate purpose
Intellectual Property Violations:
  • Infringing copyrights, patents, trademarks, or trade secrets
  • Using Nexis Labs trademarks or branding without authorization
  • Misappropriating proprietary information or trade secrets
  • Violating open-source license terms or attribution requirements
Privacy Violations:
  • Collecting, storing, or sharing personal information without consent
  • Doxing or revealing private information about individuals
  • Violating data protection laws (GDPR, CCPA, etc.)
  • Tracking or surveilling users without appropriate disclosure and consent
Market Abuse and Manipulation:
  • Engaging in wash trading or fictitious transactions
  • Front-running, back-running, or sandwich attacks (MEV exploitation without consent)
  • Insider trading or using non-public information
  • Pump-and-dump schemes or coordinated market manipulation
  • Providing unlicensed investment advice or securities offerings

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5.3 Enforcement and Remedies

If you violate these Terms, Nexis Labs reserves the right (but has no obligation) to:
  • Issue warnings or notices of violation
  • Suspend or terminate your access to any Nexis Labs-operated services (websites, APIs, tools)
  • Remove or disable content, applications, or smart contracts (if technically feasible)
  • Report violations to law enforcement or regulatory authorities
  • Pursue legal action for damages, injunctive relief, or other remedies
  • Cooperate with investigations or legal proceedings
Note: Due to the decentralized nature of the blockchain protocol, Nexis Labs CANNOT and WILL NOT:
  • Reverse, cancel, or modify blockchain transactions
  • Freeze, seize, or recover tokens or assets
  • Block or censor transactions at the protocol level (except through community governance)
  • Intervene in disputes between users

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6. INTELLECTUAL PROPERTY RIGHTS

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6.1 Nexis Labs Intellectual Property

Except for open-source software components licensed under the MIT License, all intellectual property rights in and to the Services, including but not limited to copyrights, trademarks, service marks, trade names, patents, trade secrets, and proprietary information, are owned by or licensed to Nexis Labs. Protected Assets include:
  • “Nexis Network,” “Nexis Labs,” “NZT,” and related names, logos, and branding
  • Website designs, graphics, user interfaces, and visual elements
  • Proprietary documentation, guides, and educational materials
  • Business processes, methods, and strategies
  • Confidential information and trade secrets

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6.2 Limited License to Users

Subject to your compliance with these Terms, Nexis Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:
  • Access and use the Services for lawful purposes
  • View and download documentation for personal or internal business use
  • Use APIs and SDKs in accordance with their respective terms
  • Interact with the blockchain protocol as intended
This license does NOT permit you to:
  • Use Nexis Labs trademarks, logos, or branding without written permission
  • Create derivative works based on proprietary (non-open-source) components
  • Redistribute, resell, or sublicense Nexis Labs proprietary materials
  • Remove, obscure, or alter copyright notices, trademarks, or attribution

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6.3 Trademarks and Branding

“Nexis Network,” “Nexis Labs,” “NZT,” and associated logos are trademarks or registered trademarks of Nexis Labs. Unauthorized use is prohibited and may result in:
  • Cease and desist demands
  • Legal action for trademark infringement
  • Damages, injunctive relief, and attorney’s fees
  • Confusion, dilution, or reputational harm to the brand
Permitted Uses (without prior approval):
  • Truthful, factual references in news, commentary, or educational materials
  • Nominative fair use to describe compatibility or interoperability
  • Inclusion of trademarks in open-source code as required by license terms
Prohibited Uses:
  • Creating confusingly similar names, logos, or branding
  • Implying endorsement, sponsorship, or affiliation without authorization
  • Using trademarks in domain names, social media handles, or business names
  • Disparaging or tarnishing the reputation of Nexis Labs

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6.4 User-Generated Content

If you submit, post, or share any content through the Services (e.g., governance proposals, forum posts, code contributions), you grant Nexis Labs a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable, and transferable license to:
  • Use, reproduce, modify, adapt, publish, and distribute your content
  • Create derivative works based on your content
  • Incorporate your content into the Services or promotional materials
  • Sublicense these rights to third parties
You represent and warrant that:
  • You own or have the necessary rights to grant this license
  • Your content does not infringe any third-party intellectual property rights
  • Your content complies with these Terms and applicable laws
Nexis Labs respects the intellectual property rights of others. If you believe that your copyrighted work has been copied or used in a way that constitutes infringement, please provide our designated DMCA agent with the following information:
  • Identification of the copyrighted work claimed to have been infringed
  • Identification of the material claimed to be infringing and its location
  • Your contact information (name, address, phone number, email)
  • A statement of good faith belief that the use is not authorized
  • A statement, under penalty of perjury, that the information is accurate and you are authorized to act
  • Your physical or electronic signature
DMCA Agent Contact: Email: support@nex-t1.ai Subject Line: “DMCA Takedown Notice”

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7. LIMITATION OF LIABILITY

MAXIMUM LIMITATION OF LIABILITYTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXIS LABS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE “NEXIS PARTIES”) SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

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7.1 Exclusion of Consequential and Indirect Damages

The Nexis Parties shall NOT be liable for any:
  • Indirect Damages: Losses that are not a direct result of our actions or omissions
  • Consequential Damages: Losses that occur as a secondary consequence
  • Incidental Damages: Minor or ancillary losses
  • Special Damages: Unique losses specific to your circumstances
  • Punitive or Exemplary Damages: Damages intended to punish or deter
This includes, without limitation:
  • Loss of profits, revenue, business, or contracts
  • Loss of anticipated savings or business opportunities
  • Loss of use or corruption of data or information
  • Loss of goodwill or reputation
  • Business interruption or operational downtime
  • Cost of procuring substitute goods or services
  • Wasted management or staff time
  • Loss of cryptocurrency, tokens, or digital assets
  • Lost opportunities for investment or transactions

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7.2 Cap on Direct Damages

MAXIMUM AGGREGATE 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 these Terms or the Services, whether in contract, tort, negligence, strict liability, or otherwise, shall NOT EXCEED: The GREATER OF: (a) One Hundred U.S. Dollars ($100.00 USD), or (b) The total amount you paid directly to Nexis Labs, if any, for use of the Services in the twelve (12) months immediately preceding the claim

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7.3 Basis of Bargain

You acknowledge and agree that:
  • These limitations of liability are a fundamental and essential basis of the bargain between you and Nexis Labs
  • The Services are provided free of charge or at low cost specifically in reliance on these limitations
  • Nexis Labs would not provide the Services without these limitations
  • These limitations apply even if Nexis Labs has been advised of the possibility of such damages
  • These limitations apply even if any limited remedy fails of its essential purpose

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7.4 Jurisdictional Exceptions

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, the Nexis Parties’ liability shall be limited to the maximum extent permitted by applicable law.

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7.5 Failure of Essential Purpose

If any limited remedy provided in these Terms is found to have failed of its essential purpose, the limitations and exclusions of liability set forth in this Section 7 shall nevertheless continue to apply to the fullest extent permitted by law.

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8. INDEMNIFICATION

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8.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Nexis Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees and court costs) arising out of or relating to: Your Use of the Services:
  • Your access to, use of, or inability to use the Services
  • Your violation of these Terms or any applicable laws or regulations
  • Your infringement of any intellectual property or other rights of third parties
  • Your negligence, willful misconduct, or illegal activities
Your Content and Conduct:
  • Content you submit, post, transmit, or make available through the Services
  • Your interactions with other users or third parties
  • Disputes between you and other users or third parties
  • Misrepresentations or false statements you make
Third-Party Claims:
  • Claims by third parties related to your use of the Services
  • Claims arising from your business, employment, or commercial activities
  • Regulatory investigations or enforcement actions related to your conduct

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8.2 Defense and Settlement

Nexis Labs reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. In such cases:
  • You agree to cooperate fully with Nexis Labs in the defense of such claims
  • You will not settle any claim without Nexis Labs’ prior written consent
  • Nexis Labs may settle any claim on terms it deems appropriate in its sole discretion

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8.3 Indemnification Procedures

To receive indemnification under this Section 8, the indemnified party must:
  • Provide prompt written notice of the claim (but failure to do so does not eliminate your indemnification obligations unless you are materially prejudiced)
  • Allow you to control the defense and settlement of the claim (subject to Nexis Labs’ right to assume control)
  • Provide reasonable cooperation and assistance at your expense

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9. DISPUTE RESOLUTION

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9.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first attempt to resolve disputes informally by contacting Nexis Labs at team@nex-t1.ai. We will attempt to resolve the dispute through good-faith negotiation within sixty (60) days of receiving notice of the dispute.

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9.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, “Disputes”) shall be resolved through binding arbitration rather than in court, except as set forth below. Arbitration Agreement:
  • Arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules
  • The arbitration shall be conducted by a single neutral arbitrator
  • The arbitration shall take place in Delaware, United States, or via remote video/teleconference
  • The arbitration shall be conducted in the English language
  • The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction
Exceptions to Arbitration:
  • Claims for injunctive or equitable relief to protect intellectual property rights
  • Small claims court actions within jurisdictional limits
  • Claims that cannot be arbitrated under applicable law

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9.3 Class Action Waiver

IMPORTANT: CLASS ACTION WAIVERYOU AND NEXIS LABS AGREE THAT DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.
Class Action Waiver Terms:
  • You agree that disputes will be resolved through individual arbitration or litigation only
  • You WAIVE any right to bring claims as a plaintiff or class member in any class, consolidated, or representative action
  • You WAIVE any right to participate in class arbitration
  • The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that individual party’s claim
Severability: If the class action waiver is found to be unenforceable, the entire arbitration agreement (but not the remainder of these Terms) shall be null and void.

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9.4 Arbitration Fees and Costs

  • Each party shall bear its own attorneys’ fees and costs, except as otherwise provided by applicable law or awarded by the arbitrator
  • AAA filing fees and arbitrator compensation shall be allocated in accordance with AAA rules
  • If you demonstrate financial hardship, Nexis Labs may pay some or all of your filing fees and arbitrator costs at its discretion

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9.5 Opt-Out Right

You have the right to opt out of the arbitration agreement by sending written notice to team@nex-t1.ai within thirty (30) days of first accepting these Terms. The notice must include:
  • Your full name and email address
  • A clear statement that you wish to opt out of arbitration
  • Your signature (electronic or physical)
If you opt out, all other Terms remain in effect, but disputes will be resolved in court rather than through arbitration.

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10. GOVERNING LAW AND JURISDICTION

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10.1 Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. International Considerations: To the extent permitted by law, the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

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10.2 Exclusive Jurisdiction

For any disputes not subject to arbitration (as set forth in Section 9), you agree to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, United States. You irrevocably waive any objection to jurisdiction or venue in these courts, including any claim of inconvenient forum.

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10.3 Injunctive Relief

Notwithstanding the arbitration provisions in Section 9, Nexis Labs may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, enforce confidentiality obligations, or prevent immediate and irreparable harm.

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11. TERMINATION AND SUSPENSION

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11.1 Termination by You

You may cease using the Services at any time. Due to the decentralized nature of the blockchain protocol, you will continue to have access to the public blockchain network, but you must discontinue use of any Nexis Labs-operated services, tools, or infrastructure.

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11.2 Termination by Nexis Labs

Nexis Labs reserves the right, in its sole discretion, to:
  • Suspend or terminate your access to Nexis Labs-operated services (websites, APIs, hosted tools)
  • Remove or disable content, applications, or materials you have submitted
  • Terminate these Terms and your right to use the Services
Grounds for Termination:
  • Violation of these Terms or any applicable policies
  • Engagement in prohibited activities or illegal conduct
  • Fraud, misrepresentation, or deceptive practices
  • Security threats or network abuse
  • Court orders, legal requirements, or regulatory directives
  • At our discretion for any reason or no reason

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11.3 Effect of Termination

Upon termination:
  • Your license to use Nexis Labs-operated services immediately ceases
  • You must cease all use of Nexis Labs trademarks, branding, and proprietary materials
  • Sections of these Terms that by their nature should survive termination will remain in effect (including Sections 4, 7, 8, 9, 10, and 12)
  • You remain liable for obligations incurred before termination
Blockchain Access: Termination of these Terms does NOT affect your ability to interact with the decentralized Nexis Network blockchain protocol directly using third-party tools and infrastructure.

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12. MISCELLANEOUS PROVISIONS

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12.1 Entire Agreement

These Terms, together with the Legal Disclaimer, Privacy Policy, and any other incorporated documents, constitute the entire agreement between you and Nexis Labs regarding the Services and supersede all prior or contemporaneous agreements, understandings, representations, and warranties, whether oral or written.

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12.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

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12.3 No Waiver

The failure of Nexis Labs to enforce any right or provision of these Terms 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. No waiver of any breach shall constitute a waiver of any subsequent breach.

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12.4 Assignment

You may NOT assign, transfer, or delegate these Terms or any rights or obligations hereunder, whether by operation of law or otherwise, without Nexis Labs’ prior written consent. Any attempted assignment in violation of this provision shall be null and void. Nexis Labs may assign these Terms, in whole or in part, to any affiliate, successor, or acquirer at any time without your consent or notice.

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12.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and Nexis Labs and do NOT confer any third-party beneficiary rights on any other person or entity, except as expressly provided in Section 7 (Limitation of Liability) and Section 8 (Indemnification) for the benefit of the Nexis Parties.

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12.6 Force Majeure

Nexis Labs shall not be liable for any failure or delay in performance of its obligations under these Terms due to events beyond its reasonable control, including but not limited to:
  • Acts of God, natural disasters, or extreme weather
  • 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 distributed denial-of-service attacks
  • Changes in law or regulation
  • Labor disputes, strikes, or lockouts

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12.7 Relationship of Parties

You and Nexis Labs are independent contractors. These Terms do NOT create any partnership, joint venture, employment, agency, franchise, or fiduciary relationship between you and Nexis Labs. Neither party has the authority to bind the other or to incur obligations on the other’s behalf.

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12.8 Notices

To Nexis Labs: All notices to Nexis Labs under these Terms must be sent to:
  • Email: team@nex-t1.ai
  • Subject Line: “Legal Notice - Terms of Service”
To You: Nexis Labs may provide notices to you:
  • Via email to the address you provide (if any)
  • Through in-app notifications or banners
  • By posting on our website or documentation
  • Through other reasonable means of communication
Notices shall be deemed effective upon sending (email) or posting (website).

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12.9 Language

These Terms are drafted in English. If these Terms are translated into other languages, the English version shall control in the event of any conflict or ambiguity.

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12.10 Interpretation

Headings: Section and subsection headings are for convenience only and do not affect the interpretation of these Terms. “Including”: The word “including” means “including but not limited to.” Plurals and Gender: Words in the singular include the plural and vice versa; words in the masculine include the feminine and neuter and vice versa. Ambiguities: Any ambiguity in these Terms shall NOT be construed against the drafter (Nexis Labs).

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13. CONTACT INFORMATION

For questions, concerns, or notices regarding these Terms of Service, please contact: Nexis Labs Legal Department Email: team@nex-t1.ai Website: https://nexis.network General Support: For technical support, documentation, or general inquiries (not legal matters), please visit our community forums or developer resources at https://nex-t1.ai. Effective Date: September 30, 2025 Last Updated: September 30, 2025

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ACKNOWLEDGMENT

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT:
  1. You have READ these Terms of Service in their entirety
  2. You UNDERSTAND your rights, obligations, and the limitations set forth herein
  3. You AGREE to be legally bound by these Terms
  4. You have reviewed and accept our Legal Disclaimer and Privacy Policy
  5. You meet all eligibility requirements and are not prohibited from using the Services
  6. You will comply with all applicable laws and use the Services only for lawful purposes
  7. You understand that NZT is a utility token and not an investment or security
  8. You accept all risks associated with blockchain technology and cryptocurrency
  9. You waive certain rights, including the right to a jury trial and participation in class actions
  10. You agree to arbitration and the other dispute resolution provisions
IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.
Legal Notice: These Terms of Service are provided for informational purposes and should be reviewed by qualified legal counsel to ensure compliance with applicable laws in your jurisdiction. Legal requirements vary by location, and this document may need to be adapted for specific regulatory environments.Nexis Labs reserves the right to seek legal advice and modify these Terms as necessary to comply with evolving legal and regulatory requirements.
Document Version: 1.0 Effective Date: September 30, 2025 Last Reviewed: September 30, 2025