Terms of Service

Preamble and Acceptance

These Nex Systems Terms of Service (the "Terms") form a legally binding agreement between Nex Global LLC, a limited liability company organized under the laws of the State of Wyoming, United States of America, with its registered office at 1621 Central Ave #69914, Cheyenne, WY 82001, USA, trading as "Nex Systems" ("Nex", "we", "us" or "our"), and the legal entity identified in an Order Form or that otherwise accesses or uses the Services (the "Customer" or "you"). Nex and Customer are each a "Party" and together the "Parties".

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT, A WAIVER OF CLASS AND REPRESENTATIVE ACTIONS, A WAIVER OF JURY TRIAL, DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY (SEE SECTIONS 13, 15 AND 17).

A. Acceptance. Customer accepts these Terms, and these Terms become effective, on the earliest of: (i) Customer's execution of an Order Form, quotation or other ordering document that references these Terms; (ii) Customer's click-through acceptance of these Terms; or (iii) Customer's first access to or use of any Service (the "Effective Date"). If Customer does not agree to these Terms, Customer must not access or use any Service.

B. Authority. The individual accepting these Terms on behalf of Customer represents and warrants that they have full legal authority to bind Customer and its Affiliates that use the Services. If that individual lacks such authority, or if Customer does not agree to these Terms, that individual must not accept these Terms and must not access or use the Services. Any person who accepts these Terms without authority is personally bound by them to the fullest extent permitted by law.

C. Business use only. The Services are offered exclusively to businesses, financial institutions, designated non-financial businesses and professions, government entities, non-profit organizations and other legal persons acting in a trade, business, professional or official capacity. The Services are not offered to consumers. Customer represents that it is not entering into these Terms as a consumer and that no consumer protection law that applies solely to consumers governs these Terms.

D. Brand and contracting entity. "Nex Systems", "Nex 360", "Nex eKYC", "Nex Screening", "Nex AML" and "Elodie" are brands and product names of Nex Global LLC. Nex Global LLC is the sole contracting entity under these Terms unless an Order Form expressly states otherwise. Where Customer purchases through an Authorized Partner, Section 2.6 applies.

E. Competitors. Direct competitors of Nex may not access or use the Services, the Documentation or any Free Tool without Nex's prior written consent, including for benchmarking, monitoring or competitive analysis.

PART A: GENERAL TERMS

1. Definitions and Interpretation

1.1 Definitions. In these Terms, the following capitalized terms have the meanings set out below.

• "Acceptable Use Policy" means Nex's acceptable use policy published at nex.systems/legal, as updated from time to time.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests of the entity or the power to direct its management and policies.
• "AI Features" means any functionality of the Services that uses machine learning, large language models, natural language processing, voice processing or other artificial intelligence techniques, including Elodie.
• "AI Output" means any content, summary, finding, recommendation, draft, score, classification, explanation or other output generated by an AI Feature.
• "Applicable Law" means all laws, regulations, rules, regulatory guidance having the force of law, orders and judgments that apply to a Party, the Services or the relevant activity, including AML/CFT Laws, Data Protection Laws and Sanctions Laws.
• "AML/CFT Laws" means all laws and regulations relating to anti-money laundering, counter-terrorist financing, counter-proliferation financing, anti-fraud, anti-bribery, know-your-customer and customer due diligence obligations that apply to Customer.
• "Authorized Partner" means a third party that Nex has authorized in writing to market, resell, implement or support the Services and that is listed in Nex's partner directory.
• "Authorized User" means an individual employee, officer or contractor of Customer or its Affiliates whom Customer authorizes to use the Services under Customer's account and for whom Customer has created log-in credentials.
• "Beta Services" means any Service, feature or functionality identified as alpha, beta, preview, early access, "soon", experimental or similar, other than a Pilot.
• "Biometric Data" means any personal data resulting from specific technical processing relating to the physical, physiological or behavioral characteristics of a natural person that allows or confirms the unique identification of that person, including facial geometry, face templates, liveness signals and voice prints, and any "biometric identifier" or "biometric information" as defined in Applicable Law.
• "Customer Data" means all electronic data, information and materials, including personal data, that Customer, its Authorized Users or its End Users submit to, upload to or process through the Services. Customer Data does not include Nex Data, Usage Data or AI Output generated from Nex Data.
• "Data Processing Agreement" or "DPA" means Nex's data processing agreement published at nex.systems/legal, or any data processing agreement executed between the Parties, which is incorporated into these Terms by reference.
• "Data Protection Laws" means all laws relating to privacy, data protection and data security that apply to the processing of personal data under these Terms, including, where applicable, the EU General Data Protection Regulation (EU) 2016/679 ("GDPR"), the UK GDPR and Data Protection Act 2018, U.S. federal and state privacy and biometric privacy laws, and equivalent laws in any other jurisdiction.
• "Documentation" means the user guides, API references, technical specifications, help-center content, Trust Centre content and policies that Nex makes available for the Services, as updated from time to time.
• "Elodie" means Nex's AI assistant made available within the Services.
• "End User" means any natural person or legal entity, other than an Authorized User, whose data Customer submits to the Services or whom Customer directs to use any Service, including Customer's applicants, customers, counterparties, beneficial owners, directors and screening subjects.
• "Fees" means all fees, charges and amounts payable by Customer for the Services as set out in an Order Form, the Pricing Page or these Terms.
• "Free Services" means any Service, feature, tool or access provided at no charge, including free trials, pilots, Beta Services, free tools and services provided under the Government & NPO Program.
• "Intellectual Property Rights" means all patents, copyrights, database rights, trademarks, trade names, trade secrets, know-how, rights in software, designs and all other intellectual and industrial property rights anywhere in the world, whether registered or not, including applications and renewals.
• "Malicious Code" means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs, ransomware and Trojan horses.
• "Nex Data" means all data, lists, records, profiles, media content, reference data, rules libraries, models, scores and other content that Nex compiles, licenses, crawls, generates or otherwise makes available through the Services, other than Customer Data, including sanctions, watchlist, politically exposed person and adverse media data.
• "Order Form" means an ordering document, quotation, online order, statement of work or subscription confirmation that Nex accepts and that specifies the Services, subscription term, usage limits and Fees.
• "Pricing Page" means Nex's published pricing, where available.
• "Product Schedule" means each schedule in Part B of these Terms that sets out additional terms for a particular Service.
• "Services" means the Nex Systems software-as-a-service products, platforms, application programming interfaces ("APIs"), software development kits, hosted verification flows, AI Features, Documentation and related services that Nex makes available to Customer, including Nex 360, Nex eKYC, Nex Screening, Nex AML and any future product, together with any updates, upgrades and new versions.
• "Service Level Agreement" or "SLA" means Nex's service level agreement published at nex.systems/legal, where it applies to the Services that Customer has purchased.
• "Subscription Term" means the period stated in an Order Form during which Customer may use the purchased Services, including any renewal.
• "Usage Data" means data and metadata relating to the operation, performance, configuration and use of the Services, including logs, telemetry, error reports and aggregated statistics, which does not identify Customer or any natural person.

1.2 Interpretation. In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) "including", "include" and similar words mean "including without limitation"; (c) the singular includes the plural and vice versa; (d) a reference to a law includes that law as amended, consolidated or replaced and any subordinate legislation; (e) a reference to "writing" or "written" includes email but not instant messaging; (f) "days" means calendar days unless business days are specified; (g) a reference to a Section or Schedule is to a section or schedule of these Terms; and (h) no rule of construction applies to the disadvantage of a Party on the basis that it prepared these Terms.

1.3 Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version prevails in case of any conflict or inconsistency.

1.4 Additional definitions. "Privacy Notice" means Nex's privacy notice published at nex.systems/legal. "Refund & Cancellation Policy" means Nex's refund and cancellation policy published at nex.systems/legal. "Sub-processor" means any third party engaged by Nex or its Affiliates to process personal data contained in Customer Data, as listed on Nex's sub-processor list made available to Customer on request at privacy@nex.systems (the "Sub-processor List"). "Support Policy" means Nex's support policy published at nex.systems/legal. The following terms are defined in the Sections indicated: "Agreement" (2.2); "Aggregated Data" (8.9); "CCPA" (8.2); "Claim Notice" (15.10); "Confidential Information", "Discloser" and "Recipient" (12.1); "Customer Integrations" (4.8); "Customer Materials" (11.7); "Customer Results" (11.3); "Developer Tools" (S5.1); "Dispute" and "Dispute Notice" (17.1 and 17.2); "Effective Date" (Preamble); "Export Control Laws", "OFAC", "Restricted Party" and "Sanctions Laws" (7.1); "EWRA" (S3.1); "Feedback" (11.6); "Force Majeure Event" (18.4); "Free Tools" (C4.1); "Government & NPO Program" (C3.1); "ICDR" (17.3); "IP Claim" (14.1); "Limited Warranty" (13.2); "Nex Indemnitees" (14.4); "Pilot" (C1.1); "Restricted Jurisdictions List" (7.6); "Retrieval Period" (16.5); "Security Incident" (8.5); "Taxes" (9.6); and "Third-Party Components" (4.7).

2. Scope, Structure and Order of Precedence

2.1 Structure. These Terms consist of: (a) Part A (General Terms), which applies to all Services; (b) Part B (Product Schedules), each of which applies only to the Services to which it relates and only where Customer uses those Services; and (c) Part C (Program Terms), which applies to Free Services, trials, pilots, Beta Services, free tools and the Government & NPO Program.

2.2 Incorporated documents. The following documents are incorporated into and form part of these Terms by reference: each Order Form; the Data Processing Agreement; the Service Level Agreement and Support Policy (where applicable to the Services purchased); the Acceptable Use Policy; the Refund & Cancellation Policy; the Sub-processor List; and the Documentation (together with these Terms, the "Agreement"). The Privacy Notice describes how Nex processes personal data as a controller and does not form part of the Agreement.

2.3 Order of precedence. If there is any conflict or inconsistency between the documents forming the Agreement, the following order of precedence applies, in descending order: (a) the Data Processing Agreement, solely with respect to the processing of personal data; (b) an Order Form, solely with respect to the commercial terms it expressly specifies (Services, quantities, Fees, Subscription Term, payment terms and usage limits) and only where it expressly identifies the provision of these Terms it overrides; (c) the applicable Product Schedule in Part B, solely with respect to the relevant Service; (d) Part C, solely with respect to the relevant Free Services; (e) Part A; (f) the Service Level Agreement and Support Policy; (g) the Acceptable Use Policy; and (h) the Documentation.

2.4 No other terms. The Agreement is the only basis on which Nex supplies the Services. Any terms or conditions contained in or referred to in Customer's purchase order, vendor registration form, supplier portal, procurement policy, invoice instruction or other Customer document, or implied by trade, custom or course of dealing, are excluded and have no effect, even if Nex accepts or signs such document, unless an authorized officer of Nex expressly agrees in a written amendment signed by both Parties that identifies the specific provision of these Terms being varied.

2.5 Affiliates. Customer's Affiliates may use the Services under Customer's account where permitted by an Order Form. Customer is responsible and liable for all acts and omissions of its Affiliates and their Authorized Users as if they were Customer's own. An Affiliate of Customer may enter into its own Order Form with Nex, in which case that Affiliate is deemed "Customer" for the purposes of that Order Form.

2.6 Purchases through Authorized Partners. If Customer purchases the Services through an Authorized Partner: (a) Customer's use of the Services remains subject to these Terms, which prevail over any inconsistent terms between Customer and the Authorized Partner as they relate to the Services; (b) Fees, payment and invoicing are as agreed between Customer and the Authorized Partner, and Nex may suspend the Services under Section 10 if Nex does not receive payment from the Authorized Partner; (c) Authorized Partners are independent businesses and are not agents of Nex; Nex is not responsible for any act, omission, statement, commitment, warranty or service of an Authorized Partner, and no Authorized Partner may vary these Terms or bind Nex; and (d) Customer should verify any person claiming to represent Nex against Nex's published partner directory before sharing information or making payment.

2.7 Updates to these Terms. Nex may modify these Terms from time to time by publishing a revised version at nex.systems/legal. Modifications that are material and adverse to Customer will take effect at the start of Customer's next renewal Subscription Term following notice by email or in-product notice, except that modifications required by Applicable Law, a court or a regulator, modifications needed to address a security, fraud, sanctions or legal risk, and modifications relating to a Sub-processor change, take effect on the date stated in the notice. All other modifications take effect on publication. Customer's continued use of the Services after a modification takes effect constitutes acceptance. If Customer objects to a material adverse modification, Customer's sole remedy is to give written notice of non-renewal before the modification takes effect. No modification of Section 17 applies to any Dispute that arose, or of which Nex had notice, before the modification took effect. Customer is responsible for reviewing these Terms and all incorporated documents at nex.systems/legal regularly, and in any event before each renewal and whenever Nex notifies an update, to ensure it is aware of the current version. The version published at nex.systems/legal at the relevant time is the binding version, and Customer may not rely on its failure to review an update as a ground for objecting to it.

3. Accounts, Authorized Users and Access

3.1 Account creation. To use the Services, Customer must create an account and provide complete, accurate and current registration information, including its full legal name, registered address, registration number, jurisdiction of incorporation, regulatory license details (where applicable) and the identity of its account administrator. Customer must keep this information updated at all times.

3.2 Onboarding due diligence. Customer acknowledges that Nex conducts due diligence on its own customers, partners and their beneficial owners in accordance with Nex's internal compliance policies and Applicable Law. Customer agrees to provide, promptly upon request, any information and documents that Nex reasonably requires for that purpose, including corporate documents, ownership information, licenses and identification of directors and beneficial owners. Nex may refuse, delay or condition access to the Services, or suspend or terminate the Agreement, if Customer fails to provide such information or if Nex's due diligence identifies any risk that Nex considers, in its sole discretion, to be unacceptable.

3.3 Authorized Users. Customer may permit Authorized Users to access and use the Services solely on Customer's behalf and within the number of seats, users or roles specified in the applicable Order Form. Log-in credentials are personal to each Authorized User and must not be shared, pooled or used by more than one individual. Customer may reassign a seat from one Authorized User to another only when the former no longer requires access.

3.4 Credentials and security of access. Customer is solely responsible for: (a) maintaining the confidentiality and security of all user names, passwords, API keys, tokens, secrets and other credentials associated with its account; (b) configuring and enforcing access controls, roles, approval workflows, multi-factor authentication and single sign-on settings appropriate to its risk profile; (c) promptly revoking the access of any Authorized User who leaves Customer or no longer requires access; and (d) all activities that occur under its account and credentials, whether or not authorized by Customer.

3.5 Notice of unauthorized access. Customer must notify Nex without undue delay, and in any event within twenty-four (24) hours, at security@nex.systems upon becoming aware of any actual or suspected unauthorized access to, or use of, its account, credentials or the Services, and must cooperate with Nex to investigate and remediate the incident.

3.6 Customer responsibility for users. Customer is responsible and liable for all acts and omissions of its Authorized Users, Affiliates, contractors and any person who accesses the Services using Customer's credentials, and any breach of the Agreement by such persons is deemed a breach by Customer.

3.7 Account administrator. Customer must designate at least one account administrator who has authority to manage users, configure the Services, receive notices and accept in-product terms on Customer's behalf. Nex may rely on any instruction, configuration or approval given by an account administrator or by any Authorized User holding administrative permissions as having been given by Customer.

4. Provision and Changes of the Services

4.1 Right to access and use. Subject to Customer's continuous compliance with the Agreement and timely payment of all Fees, Nex grants Customer, during the applicable Subscription Term, a non-exclusive, non-transferable, non-sublicensable, revocable (solely as provided in the Agreement), limited right to access and use the Services purchased under an Order Form, solely for Customer's internal business purposes, within the usage limits set out in the Order Form, and in accordance with the Documentation.

4.2 Nature of the Services. The Services are technology tools that assist Customer in performing its own identity verification, screening, monitoring, risk assessment, investigation and reporting activities. The Services do not perform any of Customer's regulated functions on Customer's behalf, Nex does not file or submit any regulatory report for Customer, and Nex does not act as Customer's compliance officer, money laundering reporting officer, auditor, outsourced compliance function, agent or fiduciary. Nex is not a bank, money services business, payment service provider, consumer reporting agency or law firm, does not hold or transmit funds for Customer or End Users, and is not licensed or regulated as a provider of financial, payment, legal or regulatory reporting services.

4.3 Hosting and infrastructure. Nex hosts the Services using third-party cloud infrastructure providers selected by Nex. Nex may choose, change or add hosting providers, regions and data centers at its discretion, subject to the Data Processing Agreement and any data-residency commitment expressly set out in an Order Form.

4.4 Changes to the Services. Nex continually develops the Services and may add, modify, replace, rename or remove features, functionality, interfaces, integrations, APIs, data sources, AI models and Documentation at any time. Nex will not, during a paid Subscription Term, materially decrease the core functionality of a purchased Service taken as a whole, except where required by Applicable Law, by a regulator, by a third-party provider ceasing to make a component available on commercially reasonable terms, or to address a security or legal risk. Where Nex materially decreases such core functionality for any of those reasons, Nex will use reasonable efforts to give Customer advance notice.

4.5 Deprecation of APIs and features. Nex will use reasonable efforts to give at least ninety (90) days' notice before discontinuing a generally available API version or materially changing it in a backwards-incompatible manner, except where a shorter period is required for security, legal or third-party reasons.

4.6 Maintenance. Nex may perform scheduled maintenance, emergency maintenance, upgrades and patching. Nex will use reasonable efforts to schedule planned maintenance outside normal business hours and to notify Customer in advance through the Services, the status page or email. Availability commitments, if any, are exclusively set out in the Service Level Agreement.

4.7 Third-party components and services. The Services may include, rely on or interoperate with third-party software, data, models, infrastructure, identity providers, communication services and other products ("Third-Party Components"). Nex does not warrant and is not responsible for any Third-Party Component, its availability, accuracy or security, or any change, suspension or discontinuation by its provider. Where a Third-Party Component is subject to additional terms that Nex notifies to Customer, Customer agrees to comply with those terms.

4.8 Customer-selected integrations. Where Customer connects the Services to any system, application, data source or service that Customer selects or controls (including core banking systems, identity providers, CRM systems, security tools and Customer's own applications) ("Customer Integrations"), Customer is solely responsible for the Customer Integration, its configuration, its license terms and any data transmitted to or from it. Nex is not responsible for any disclosure, modification, deletion or loss of data caused by a Customer Integration.

4.9 Professional services. Implementation, configuration, training, data migration, custom connectors or other professional services are provided only if specified in an Order Form or statement of work, and are subject to the Agreement. Unless otherwise agreed in writing, all deliverables are licensed to Customer as part of the Services, and Nex retains all Intellectual Property Rights in them.

4.10 Subcontractors. Nex may use Affiliates, subcontractors and Sub-processors to perform its obligations. Nex remains responsible for the performance of its obligations under the Agreement, subject to Section 15.

5. Customer Responsibilities and Regulatory Obligations

5.1 Customer remains responsible for compliance. Customer acknowledges and agrees that: (a) Customer alone is responsible for determining whether, and how, its use of the Services satisfies its obligations under AML/CFT Laws, Sanctions Laws, Data Protection Laws and all other Applicable Law; (b) Customer alone is responsible for its compliance program, policies, procedures, risk appetite, risk assessments, customer acceptance decisions, onboarding decisions, screening dispositions, alert and case decisions, account restrictions, exits, asset freezes and regulatory filings; and (c) no use of the Services relieves Customer of any obligation owed to any regulator, supervisory authority, financial intelligence unit, law-enforcement agency, court, End User or other third party.

5.2 No advice. Nex does not provide legal, regulatory, compliance, tax, accounting, investment, audit or other professional advice. Any information, content, templates, risk methodologies, rule libraries, default settings, thresholds, scoring weights, AI Output, Documentation, training material, demonstration or statement made by Nex or its personnel is provided for general information and operational support only and must not be relied upon as professional advice. Customer must obtain its own independent professional advice.

5.3 Configuration. Customer is solely responsible for configuring the Services, including selecting the screening lists, data sources, match thresholds, fuzzy-matching settings, risk factors, risk weights, monitoring rules and scenarios, document and verification policies, approval and rejection rules, minimum-age rules, restricted-country settings, retention periods, workflow approvals and user permissions. Default configurations are provided as a starting point only and are not a recommendation that they are suitable for Customer's business, products, customers, geographies or regulatory obligations.

5.4 Human review. Customer must ensure that every decision that produces legal effects concerning, or similarly significantly affects, an End User, and every decision to file or not to file a regulatory report, is made or reviewed by an appropriately trained and authorized individual of Customer, and is not made solely on the basis of automated processing, a match score, a risk score or AI Output, except where Applicable Law expressly permits otherwise and Customer has implemented all safeguards required by that law.

5.5 Legal basis, notices and consents. Customer is solely responsible for: (a) establishing and documenting a valid legal basis under Data Protection Laws for all processing of Customer Data through the Services; (b) providing all privacy notices, disclosures and information to End Users that Applicable Law requires, including notices of automated processing, profiling, screening and biometric processing; (c) obtaining and recording all consents, written releases and authorizations required by Applicable Law, including any written consent required for the collection, use, storage or disclosure of Biometric Data; and (d) honoring End User rights and requests directed to Customer.

5.6 Accuracy of Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data and for ensuring that it has all rights necessary to submit Customer Data to the Services. Nex is not responsible for any result, finding, score, alert or omission that arises from incomplete, inaccurate, outdated or unlawfully obtained Customer Data.

5.7 Customer's systems. Customer is responsible for obtaining and maintaining all equipment, networks, connectivity, software, browsers, devices and Customer Integrations needed to access the Services, and for ensuring that they are secure and free from Malicious Code.

5.8 Licenses and authorizations. Customer represents and warrants that it holds, and will maintain throughout the Subscription Term, all licenses, registrations, permissions and authorizations required by Applicable Law to conduct its business and to use the Services for the purposes for which it uses them.

5.9 Records and reporting. Customer remains responsible for maintaining its own records as required by Applicable Law, including where the Services store copies of records. Customer must export and retain any records it is required to keep before deleting them from the Services or before the Agreement ends.

5.10 Regulatory cooperation. If a regulator with jurisdiction over Customer requires information about the Services, Nex will provide reasonable cooperation, at Customer's cost, limited to information about the Services that Nex can provide without breaching its confidentiality obligations, compromising the security of the Services or disclosing information about other customers. On-site audits are governed exclusively by the Data Processing Agreement.

5.11 Ongoing testing and validation. Customer acknowledges that no identity verification, screening, monitoring, risk-scoring or AI system can achieve complete accuracy, and that the performance of the Services depends on Customer Data, Customer's configuration and changing external sources. Customer must, at its own cost and at least annually (and more frequently where its risk profile, regulators or AML/CFT Laws require): (a) test and validate the Services as configured for its use, including sample testing of verification outcomes, screening matches and non-matches, match thresholds, transaction monitoring rules, below-the-line and above-the-line testing, risk-scoring outputs and AI Output; (b) reconcile data feeds and screening coverage against its source systems and the lists it is required to screen against; (c) review and tune its configuration in light of the results; (d) arrange independent testing or audit of its compliance program where required; and (e) promptly notify Nex in writing of any suspected defect, error or unexpected result, with reasonable detail. Customer's testing, validation and tuning are Customer's own control activities. Nex is not responsible for any loss that Customer's testing would reasonably have detected or prevented.

5.12 Familiarity with the Services, settings and updates. Before using any Service in production, and on an ongoing basis, Customer must ensure that each Authorized User is adequately trained and has read and understood the Documentation relevant to their role. Customer must in particular familiarize itself with, and keep under review: (a) how each Service, function and sub-function works and its limitations; (b) Customer's own configuration, including risk factors, weights, pillars, ratings and scoring scales, risk appetite criteria and tolerances, match thresholds, monitoring rules and scenarios, verification and approval rules, workflows, permissions and retention periods; (c) all release notes, product updates, feature changes, deprecation notices, model updates and changes to data sources that Nex publishes through the Services, the Documentation, the status page or email; and (d) the effect of any such update on Customer's configuration, results and compliance program, re-testing under Section 5.11 where appropriate. Nex is not responsible for any loss arising from Customer's or its Authorized Users' lack of familiarity with the Services, their configuration or any published update.

6. Acceptable Use and Restrictions

6.1 Permitted purpose. Customer may use the Services and any Nex Data, results and AI Output solely for its own legitimate internal compliance, risk-management, fraud-prevention and customer due diligence purposes, in accordance with Applicable Law, the Documentation and the Acceptable Use Policy.

6.2 Restrictions. Customer must not, and must not permit any Authorized User, Affiliate, End User or third party to, directly or indirectly:

1. sell, resell, rent, lease, sublicense, distribute, time-share, white-label or otherwise make the Services, Nex Data or results available to any third party, or operate the Services as a service bureau, except as expressly permitted in an Order Form;
2. copy, frame, mirror, modify, translate or create derivative works of the Services, the Documentation or Nex Data;
3. decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, models, model weights, algorithms, matching logic, scoring methodology, prompts, data structures or underlying ideas of the Services, except to the limited extent that Applicable Law expressly permits despite this restriction;
4. scrape, crawl, harvest, bulk-download, systematically extract, cache or store Nex Data, or use any robot, spider or automated means to access the Services, other than through the APIs in accordance with the Documentation;
5. use the Services, Nex Data, results or AI Output to build, train, fine-tune, benchmark or improve any product, dataset, list, database or model that competes with, or substitutes for, any part of the Services;
6. access the Services to monitor their availability, performance or functionality for competitive purposes, or publish benchmark or performance tests without Nex's prior written consent;
7. circumvent, disable or interfere with any security, authentication, usage limit, rate limit, metering, access control or license-key mechanism;
8. probe, scan or test the vulnerability of the Services, or conduct penetration tests, without Nex's prior written authorization under its vulnerability disclosure policy;
9. upload, transmit or introduce any Malicious Code, or use the Services in a manner that could damage, disable, overburden or impair them or the infrastructure on which they run;
10. submit to the Services any data that Customer has no lawful right to process, or any special-category data, criminal-offense data or Biometric Data, except to the extent that the relevant Service is designed to process such data and Customer has a valid legal basis and all required consents;
11. use the Services, Nex Data or results to make any decision about a natural person's eligibility for credit, insurance, employment, housing, tenancy, education or government benefits, or for any other purpose that would cause Nex to be a "consumer reporting agency" or the information to be a "consumer report" under the U.S. Fair Credit Reporting Act or any similar law;
12. use the Services for surveillance, profiling or tracking of individuals unrelated to Customer's legitimate compliance obligations, or to discriminate against any person on the basis of race, ethnicity, nationality, religion, gender, sexual orientation, disability or any other characteristic protected by Applicable Law;
13. use the Services to harass, stalk, intimidate, defame or harm any person, or to target journalists, activists, political opponents, human-rights defenders or whistle-blowers;
14. use the Services in connection with any unlawful, fraudulent, deceptive or abusive activity, including identity fraud, synthetic identity creation, document forgery, money laundering, terrorist financing or sanctions evasion, or to test whether forged or manipulated documents or faces would pass verification;
15. remove, obscure or alter any proprietary notice, trademark, attribution, source citation or disclaimer in the Services, Nex Data or results;
16. use the Services in breach of the Acceptable Use Policy, the Documentation or Applicable Law.

6.3 Usage limits. Customer must comply with the usage limits, volumes, rate limits and fair-use thresholds set out in its Order Form, the Pricing Page or the Documentation. Usage above the purchased volumes will be charged at Nex's then-current overage rates or as set out in the Order Form. Nex may throttle, queue or reject requests that exceed rate limits.

6.4 Monitoring of use. Nex may monitor use of the Services, including through Usage Data, to verify compliance with the Agreement, prevent fraud and abuse, maintain security and enforce usage limits. Nex has no obligation to monitor Customer Data or Customer's compliance decisions. Within ten (10) business days of Nex's written request, Customer must certify in writing, signed by an authorized officer, that its use of the Services complies with the Agreement, and must provide reasonable information to verify its compliance with the usage limits and restrictions in this Section 6.

6.5 Consequences of breach. Any breach of this Section 6 is a material breach of the Agreement that entitles Nex, without prejudice to its other rights and remedies, to suspend the Services immediately under Section 10 and to terminate the Agreement under Section 16.

6.6 No resale, demonstration or presentation to third parties. Customer and its Authorized Users must not, without Nex's prior written approval signed by an authorized officer of Nex: (a) sell, resell, offer, market, distribute or sublicense the Services or access to them, or act as an agent, reseller, distributor, introducer or consultant for the Services; (b) present, demonstrate, show, screen-share, record, photograph, screenshot or otherwise display the Services, their interface, workflows, configuration, Documentation, Nex Data or results to any third party, other than Customer's own regulators, auditors and professional advisers under confidentiality obligations and End Users to the extent necessary to complete their own verification; (c) share log-in credentials, API keys, Documentation, training material, pricing or proposals with any third party; or (d) publish any review, comparison, benchmark, video, article or social-media content describing the internal functioning of the Services. Only Authorized Partners appointed under a written agreement with Nex may market, present or resell the Services, and only within the scope of that agreement.

6.7 Confidentiality obligations of users. Customer must ensure that every Authorized User is bound by written confidentiality obligations at least as protective as Section 12, keeps the Services, Nex Data, Documentation and Nex's Confidential Information strictly confidential, uses them only for Customer's permitted internal purposes, and continues to observe these obligations after leaving Customer. Customer is liable for any breach of confidentiality by its Authorized Users, former Authorized Users, Affiliates and contractors.

6.8 Abuse, illegal use and violations. If Customer, any Authorized User or any person using Customer's account uses the Services for any illegal, fraudulent or abusive purpose, or breaches Section 6, Section 7 or Section 12, then, in addition to and without limiting any other right or remedy: (a) Nex may immediately suspend or terminate the Agreement and all access, without notice, refund or liability; (b) all unpaid Fees for the remainder of the Subscription Term become immediately due; (c) Customer must pay Fees at Nex's then-current list rates for all unauthorized use, access, volume or resale, which Customer agrees represent the fair value of that use, in addition to any damages Nex proves; (d) Customer must indemnify the Nex Indemnitees under Section 14.4 and reimburse all costs of investigation, enforcement, forensic analysis and recovery, including reasonable attorneys' fees; (e) Nex may seek injunctive and other equitable relief under Section 17.5; (f) Nex may preserve evidence and, where required or permitted by Applicable Law, report the matter to law-enforcement, regulatory, financial intelligence or other competent authorities and cooperate with their investigations, without notice to Customer; and (g) Nex may bring claims directly against any individual responsible, to the extent permitted by Applicable Law.

7. Sanctions, Export Controls and Restricted Parties

7.1 Definitions. In this Section: "Sanctions Laws" means all economic, financial and trade sanctions laws, regulations, embargoes and restrictive measures administered, enacted or enforced by the United States (including the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") and the U.S. Department of State), the United Nations Security Council, the European Union and its Member States, the United Kingdom (including HM Treasury's Office of Financial Sanctions Implementation), and any other jurisdiction whose sanctions apply to a Party; "Export Control Laws" means all export, re-export, transfer and import control laws, including the U.S. Export Administration Regulations; and "Restricted Party" means any person or entity that is (a) listed on, or owned fifty percent (50%) or more, individually or in the aggregate, or controlled by one or more persons listed on, any sanctions or export-restriction list maintained under Sanctions Laws or Export Control Laws, including OFAC's Specially Designated Nationals and Blocked Persons List; (b) located, organized or ordinarily resident in a country or territory that is the subject of comprehensive sanctions; or (c) otherwise the target of Sanctions Laws.

7.2 Customer representations. Customer represents and warrants, on the Effective Date and on each day of the Subscription Term, that: (a) neither Customer, nor any of its Affiliates, directors, officers, beneficial owners or, to its knowledge, Authorized Users or agents, is a Restricted Party; (b) Customer is not acting on behalf of, or for the benefit of, any Restricted Party; and (c) Customer will not access or use the Services, and will not permit any Authorized User to access or use the Services, from any country or territory that is the subject of comprehensive sanctions.

7.3 Prohibited dealings. Customer must not use the Services, Nex Data or results: (a) to facilitate, directly or indirectly, any transaction, business or dealing with or for the benefit of a Restricted Party that would be prohibited for a U.S. person or for Customer under Sanctions Laws; (b) to evade, avoid or circumvent any Sanctions Laws or Export Control Laws; or (c) for any end use prohibited by Export Control Laws.

7.4 Screening as a compliance tool. Customer's use of Nex Screening or any other Service to identify potential matches with Restricted Parties is a compliance control only. It does not satisfy, discharge or transfer to Nex any of Customer's obligations under Sanctions Laws, including obligations to freeze assets, block or reject transactions, file reports with authorities, or seek licenses.

7.5 Export. The Services and Documentation may be subject to Export Control Laws. Customer must not export, re-export or transfer the Services, Documentation or any technical data in breach of Export Control Laws.

7.6 Restricted jurisdictions. Nex maintains a list of jurisdictions in which it does not offer the Services (the "Restricted Jurisdictions List"), which Nex may update at any time in its sole discretion to reflect Sanctions Laws, Export Control Laws or Nex's risk appetite. Customer must not use the Services in, or onboard End Users through the Services from, any jurisdiction on that list, except to screen an applicant or existing customer for the sole purpose of declining or exiting the relationship where Applicable Law permits.

7.7 Notification and remedies. Customer must notify Nex immediately in writing if any representation in Section 7.2 ceases to be true. Nex may suspend or terminate the Agreement immediately, without liability and without refund, if Nex reasonably believes that Customer has breached this Section 7, or that continuing to provide the Services could expose Nex to any liability, penalty or reputational harm under Sanctions Laws or Export Control Laws. Where Applicable Law requires, Nex may block or freeze any funds received from Customer and report the matter to the relevant authorities, without notice to Customer.

7.8 Anti-corruption. Each Party must comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Neither Party has offered, promised, given, solicited or accepted, and neither Party will offer, promise, give, solicit or accept, any bribe, kickback, illegal or improper payment, gift or thing of value in connection with the Agreement. A Party that becomes aware of any breach of this Section 7.8 must promptly notify the other Party.

8. Customer Data, Data Protection and Security

8.1 Ownership of Customer Data. As between the Parties, Customer owns all right, title and interest in and to Customer Data. Customer grants Nex, its Affiliates and Sub-processors a worldwide, non-exclusive, royalty-free license during the term of the Agreement (and thereafter for the period set out in Section 16.5) to host, copy, store, transmit, process, analyze, display and otherwise use Customer Data as necessary to provide, secure, maintain, support and improve the Services, to prevent fraud and abuse, to comply with Applicable Law, and as otherwise permitted by the Agreement.

8.2 Roles of the Parties. For personal data contained in Customer Data, Customer is the controller (or, where Customer acts on behalf of another controller, a processor) and Nex is a processor (or sub-processor) acting on Customer's documented instructions, as further set out in the Data Processing Agreement. For Nex Data, Usage Data, account and billing data, and personal data processed through Nex's websites, free tools and marketing activities, Nex acts as an independent controller, as described in the Privacy Notice. Where the California Consumer Privacy Act, as amended ("CCPA"), or a similar U.S. state privacy law applies, Nex acts as Customer's "service provider" or "processor" for personal information contained in Customer Data and will not sell or share it, retain, use or disclose it for any purpose other than the business purposes set out in the Agreement, or combine it with personal information received from other sources, except as that law permits. Nex certifies that it understands and will comply with these restrictions.

8.3 Instructions. The Agreement, Customer's configuration of the Services and Customer's use of the Services constitute Customer's complete and final documented instructions to Nex for the processing of Customer Data. Additional or alternative instructions require Nex's prior written agreement and may be subject to additional Fees.

8.4 Security. Nex maintains administrative, physical, technical and organizational safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, as described in the Data Processing Agreement and the Trust Centre. Customer acknowledges that these safeguards are appropriate to the risks of processing Customer Data and that no security measure is impenetrable. Nex may update its safeguards from time to time, provided that the update does not materially reduce the overall level of protection.

8.5 Security incidents. If Nex becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data in Nex's possession or control (a "Security Incident"), Nex will notify Customer without undue delay and in accordance with the Data Processing Agreement, and will take reasonable steps to contain and remediate the Security Incident. Nex's notification of, or response to, a Security Incident is not an acknowledgment of fault or liability. Customer is solely responsible for fulfilling any notification obligations it owes to regulators, End Users or other third parties.

8.6 International transfers. Customer acknowledges that Nex, its Affiliates and Sub-processors may process Customer Data in the United States and in other countries in which they or their hosting providers operate. Where Data Protection Laws require, such transfers are governed by the transfer mechanisms set out in the Data Processing Agreement, including the European Commission's Standard Contractual Clauses and the UK International Data Transfer Addendum. Customer is solely responsible for determining whether the laws of its own jurisdiction, and of the jurisdictions of its End Users, permit Customer Data to be hosted, processed or transferred outside those jurisdictions, and for complying with any data localization, data residency, registration, notification or approval requirement under those laws, including by selecting an available hosting region or obtaining any required approval before submitting Customer Data. Nex does not warrant that the Services, as hosted, satisfy any data localization or data residency law unless an Order Form expressly commits Nex to a specific hosting region.

8.7 Sub-processors. Customer provides general authorization for Nex to engage the Sub-processors listed on Nex's Sub-processor List, and to add or replace Sub-processors in accordance with the notice and objection process in the Data Processing Agreement.

8.8 Retention and deletion. Customer configures retention periods for Customer Data within the limits supported by each Service. Nex will delete or return Customer Data in accordance with the configured retention periods, Section 16.5 and the Data Processing Agreement, except that Nex may retain Customer Data (a) in encrypted backups until they are overwritten in the ordinary course, (b) where retention is required by Applicable Law, or (c) for the establishment, exercise or defense of legal claims, in each case subject to continuing confidentiality and security obligations.

8.9 Usage Data and aggregated data. Nex may collect and use Usage Data, and may create de-identified, anonymized or aggregated data derived from Customer Data that does not identify Customer, any End User or any natural person ("Aggregated Data"), for any lawful purpose, including to operate, secure, analyze, benchmark, develop and improve the Services and Nex's other products. Nex owns all Usage Data and Aggregated Data.

8.10 Use of Customer Data for AI. Nex will not use Customer Data, or AI Output generated from Customer Data, to train, fine-tune or improve any generally available AI model that is made available to other customers, except (a) with Customer's prior written opt-in, or (b) in the form of Aggregated Data. Schedule 4 contains further terms for AI Features.

8.11 Government and legal requests. If Nex receives a subpoena, court order, warrant or other legally binding demand from a public authority for Customer Data, Nex will, where legally permitted, redirect the authority to Customer and notify Customer before disclosure, so that Customer may seek a protective order or other remedy. Nex may disclose Customer Data to the extent required by Applicable Law.

8.12 Customer security obligations. Customer must implement and maintain appropriate security for its own systems, credentials, Customer Integrations, API keys, devices and networks, and for any Customer Data once exported from or downloaded out of the Services. Nex is not responsible for any Security Incident caused by Customer, its Authorized Users or its Customer Integrations.

9. Fees, Invoicing, Payment and Taxes

9.1 Fees. Customer must pay all Fees specified in each Order Form and all usage-based, overage and additional Fees incurred under the Agreement. Unless an Order Form states otherwise: (a) Fees are quoted and payable in United States dollars; (b) subscription Fees are based on Services and quantities purchased, not actual usage; (c) usage-based Fees are calculated on Nex's records of usage, which are conclusive absent manifest error; and (d) payment obligations are non-cancellable and Fees paid are non-refundable, except as expressly set out in Section 9.9 or the Refund & Cancellation Policy.

9.2 Invoicing. Nex will invoice subscription Fees annually in advance, and usage-based and overage Fees monthly in arrears, unless an Order Form states otherwise. Nex may issue invoices electronically.

9.3 Payment terms. Customer must pay each invoice in full, in cleared funds, within thirty (30) days of the invoice date, to the bank account or payment method designated by Nex in the invoice. Where Customer pays by card or another automated payment method, Customer authorizes Nex and its payment processors to charge all Fees when due. Customer must not make any payment to an account other than one stated on a Nex invoice and must verify any change of payment details directly with Nex by telephone before paying. Any chargeback, payment reversal or recall initiated by Customer without a valid dispute under Section 9.7 is a material breach, and Customer must reimburse all related fees and costs.

9.4 No set-off; bank charges. All amounts are payable in full without set-off, counterclaim, deduction or withholding of any kind, except tax withholding required by law and handled under Section 9.6. Customer is responsible for all bank, wire, intermediary, correspondent, currency-conversion and payment-processing charges, so that Nex receives the full invoiced amount.

9.5 Late payment. If any amount is not paid when due, without prejudice to Nex's other rights and remedies: (a) the overdue amount accrues interest from the due date until paid in full at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law; (b) Nex may condition future renewals and Order Forms on shorter payment terms or payment in advance; (c) Nex may accelerate all unpaid Fees under all Order Forms so that they become immediately due and payable; (d) Nex may suspend the Services in accordance with Section 10.2; and (e) Customer must reimburse all reasonable costs of collection, including attorneys' fees and collection agency fees.

9.6 Taxes. Fees exclude all sales, use, value-added, goods and services, digital services, withholding, excise and similar taxes, duties and levies ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases, other than taxes on Nex's net income. If Nex is required to collect or pay Taxes, Nex will invoice them to Customer unless Customer provides a valid tax exemption certificate. If Applicable Law requires Customer to withhold any Taxes from a payment, Customer must gross up the payment so that Nex receives the full amount it would have received without the withholding, and must provide Nex with official receipts evidencing payment of the withheld Taxes.

9.7 Disputed invoices. Customer must notify Nex in writing of any good-faith dispute of an invoice within fifteen (15) days of the invoice date, with reasonable detail of the disputed amount and the reasons. Customer must pay all undisputed amounts by the due date. The Parties will work in good faith to resolve the dispute within thirty (30) days. Invoices not disputed within this period are deemed accepted.

9.8 Price changes and renewals. Nex may change its Fees for any renewal Subscription Term by giving Customer at least thirty (30) days' notice before the renewal. Unless an Order Form states otherwise, renewal pricing will not increase by more than ten percent (10%) above the Fees for the expiring term, excluding promotional or discounted pricing, which expires at the end of the term in which it was granted.

9.9 Refunds. Fees are non-refundable except: (a) where Customer terminates the Agreement for Nex's uncured material breach under Section 16.3, in which case Nex will refund any prepaid subscription Fees covering the remainder of the terminated Subscription Term after the effective date of termination; or (b) as expressly stated in the Refund & Cancellation Policy. No refund or credit is due for unused volumes, unused seats, partial periods, suspension, downgrade or early termination by Customer for convenience.

9.10 Purchase orders and supplier registration. If Customer requires a purchase order number or supplier registration for invoicing, Customer must provide it before the Order Form is signed. Failure to issue a purchase order or complete a supplier registration does not delay or excuse Customer's payment obligations.

10. Suspension

10.1 Immediate suspension. Nex may suspend, limit or restrict Customer's or any Authorized User's or End User's access to all or part of the Services immediately, with or without prior notice, if Nex reasonably determines that: (a) Customer's or any Authorized User's use of the Services poses a security risk to the Services, Nex, any other customer or any third party; (b) Customer or any Authorized User is in breach of Section 6 (Acceptable Use and Restrictions) or Section 7 (Sanctions, Export Controls and Restricted Parties); (c) use of the Services may be fraudulent, unlawful or may subject Nex, its Affiliates or any third party to liability, regulatory action, penalty or reputational harm; (d) suspension is required by Applicable Law, a court, a regulator or a law-enforcement authority; (e) Customer fails to provide information requested under Section 3.2; (f) a Third-Party Component on which the relevant Service depends becomes unavailable or its provider requires suspension; or (g) Customer becomes subject to an insolvency event described in Section 16.4(c).

10.2 Suspension for non-payment. If any undisputed amount owed by Customer, or by an Authorized Partner for Customer's subscription, is fifteen (15) days or more overdue, Nex may, after giving Customer at least seven (7) days' written notice, suspend the Services until all overdue amounts, including interest, are paid in full.

10.3 Scope and duration. Nex will use commercially reasonable efforts to limit any suspension to the affected Services, accounts, users, API keys or features, and to restore access promptly once the cause of the suspension has been resolved to Nex's reasonable satisfaction. Where reasonably practicable and legally permitted, Nex will notify Customer of the reason for the suspension.

10.4 Effect of suspension. During any suspension under this Section 10: (a) Customer remains responsible for all Fees accruing during the suspension period; (b) Customer is not entitled to any service credits under the Service Level Agreement or any refund; and (c) Nex has no liability for any damages, losses, regulatory consequences or other consequences that Customer or any third party may incur as a result of the suspension, including any inability to onboard, screen, monitor or report.

10.5 Business continuity. Customer acknowledges that the Services may be suspended, interrupted or unavailable, and that Customer is solely responsible for maintaining adequate fallback procedures, manual processes and business continuity plans so that it can continue to meet its regulatory obligations during any suspension, outage or termination of the Services.

10.6 No waiver. Suspension is without prejudice to Nex's right to terminate the Agreement under Section 16, or to any other right or remedy available to Nex.

11. Intellectual Property and Feedback

11.1 Nex ownership. The Services, Documentation, Nex Data, AI Features, models, algorithms, matching and scoring methodologies, risk libraries, rule templates, workflows, user interfaces, software, APIs, Usage Data, Aggregated Data, and all improvements, enhancements, modifications and derivative works of any of them, regardless of who creates them, together with all Intellectual Property Rights in them, are and remain the exclusive property of Nex Global LLC and its licensors. Except for the limited rights expressly granted in Section 4.1 and the Product Schedules, nothing in the Agreement grants Customer any right, title, interest or license in or to any of them, whether by implication, estoppel or otherwise. All rights not expressly granted are reserved. Customer has no right to receive, inspect or hold in escrow any source code, model, model weight or training data, unless a separate escrow agreement is executed by Nex.

11.2 Nex Data. Nex Data is compiled, curated, structured and maintained by Nex at substantial investment, and is protected as Nex's confidential information, trade secret and database right. Customer receives only a limited right to view and use Nex Data, within the Services and for the purposes in Section 6.1, during the Subscription Term. Customer may retain, in its own compliance records, the specific screening results, match records and evidence relating to its own End Users that Applicable Law requires it to keep, but must not otherwise copy, compile, store or reuse Nex Data.

11.3 Results and AI Output. As between the Parties, and subject to Nex's rights in Nex Data and the Services, Customer may use the results, reports, case records and AI Output generated for Customer's End Users and transactions ("Customer Results") for its internal business and compliance purposes, including retaining them in its records and submitting them to its regulators and auditors. Nex retains all rights in the underlying Nex Data, templates, formats and methodologies used to produce Customer Results.

11.4 Trademarks. "Nex Systems", "Nex Global", "Nex 360", "Nex eKYC", "Nex Screening", "Nex AML", "Elodie" and the related logos and trade dress are trademarks of Nex Global LLC. Customer may not use them without Nex's prior written consent, except to identify Nex accurately as its provider.

11.5 Customer name and logo. Unless Customer opts out by written notice to legal@nex.systems, Nex may identify Customer as a customer of Nex, including by using Customer's name and logo on Nex's website and in marketing materials, in accordance with any brand guidelines Customer provides. Nex will not issue a press release or publish a case study about Customer without Customer's prior written consent.

11.6 Feedback. If Customer or any Authorized User provides any suggestion, idea, enhancement request, recommendation, correction, bug report or other feedback relating to the Services ("Feedback"), Customer grants Nex a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable and sublicensable license to use, disclose, reproduce, modify, incorporate and exploit the Feedback for any purpose, without any obligation, attribution or compensation to Customer. Nex is not required to use any Feedback.

11.7 Customer materials. Customer retains ownership of its own templates, policies, risk methodologies, internal lists and custom rules that Customer uploads to the Services ("Customer Materials"), which form part of Customer Data. Customer grants Nex the license in Section 8.1 for Customer Materials. Nothing in the Agreement prevents Nex from independently developing, without use of Customer's Confidential Information, functionality, rules or content similar to Customer Materials.

11.8 Open-source software. The Services may include open-source software components, which are licensed under their own license terms. To the extent required by those licenses, such terms prevail over the Agreement solely with respect to those components. Nothing in those licenses limits Customer's obligations under Section 6.

12. Confidentiality

12.1 Definition. "Confidential Information" means all non-public information disclosed by or on behalf of a Party (the "Discloser") to the other Party (the "Recipient"), in any form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Nex's Confidential Information includes the Services, Nex Data, Documentation not publicly available, pricing, Order Forms, product roadmaps, security documentation, audit reports, questionnaire responses, source code, models, matching and scoring logic, and the terms of any negotiated agreement. Customer's Confidential Information includes Customer Data.

12.2 Exclusions. Confidential Information does not include information that the Recipient can demonstrate by written evidence: (a) is or becomes generally available to the public without breach of any obligation owed to the Discloser; (b) was lawfully known to the Recipient before disclosure without restriction; (c) is lawfully received from a third party without breach of any obligation owed to the Discloser; or (d) was independently developed by the Recipient without use of, or reference to, the Discloser's Confidential Information. Customer Data is subject to Section 8 and the Data Processing Agreement regardless of these exclusions.

12.3 Obligations. The Recipient must: (a) use the Discloser's Confidential Information only to exercise its rights and perform its obligations under the Agreement; (b) not disclose it to any third party except as permitted by this Section 12; and (c) protect it using at least the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.

12.4 Permitted disclosures. The Recipient may disclose Confidential Information to its and its Affiliates' employees, officers, directors, contractors, Sub-processors, professional advisers, auditors, insurers, financing sources and potential acquirers who need to know it for purposes consistent with the Agreement and who are bound by confidentiality obligations no less protective than this Section 12. The Recipient is liable for any breach of this Section 12 by any such person.

12.5 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by Applicable Law, a court order, a regulator or a stock exchange, provided that, where legally permitted, the Recipient gives the Discloser prompt prior notice and reasonable assistance, at the Discloser's cost, to contest or limit the disclosure, and discloses only the minimum information required. Nothing in this Section 12 prevents a Party from making a report to a regulator, law-enforcement authority or financial intelligence unit where Applicable Law requires or protects such a report, and the Recipient is not required to notify the Discloser where notification would constitute "tipping off" or is otherwise prohibited.

12.6 Security questionnaires and reports. Any security documentation, questionnaire responses, policies, architecture descriptions, penetration-test summaries or audit reports that Nex provides are Nex's Confidential Information, are provided "as is" for Customer's vendor due-diligence purposes only, and may not be shared with any third party other than Customer's regulators and auditors under equivalent confidentiality obligations.

12.7 Duration. The obligations in this Section 12 continue during the term of the Agreement and for five (5) years after its termination or expiry, except that obligations relating to trade secrets, source code, Nex Data, models, matching logic and security documentation continue for as long as the information remains confidential, and obligations relating to Customer Data continue for as long as Nex retains it.

12.8 Return and destruction. Upon termination or the Discloser's written request, the Recipient must promptly return or destroy the Discloser's Confidential Information, except that the Recipient may retain copies (a) required by Applicable Law or its bona fide record-retention policies, or (b) held in automated backups, in each case subject to continuing confidentiality.

12.9 Equitable relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which damages would not be an adequate remedy. The Discloser is entitled to seek injunctive or other equitable relief, without posting a bond, in addition to any other remedy.

13. Warranties and Disclaimers

13.1 Mutual warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform the Agreement; and (c) the execution and performance of the Agreement do not breach any other agreement to which it is a party.

13.2 Limited Nex warranty. Nex warrants to Customer that, during the paid Subscription Term, the paid Services will perform materially in accordance with the applicable Documentation (the "Limited Warranty"). The Limited Warranty does not apply to: (a) Free Services, Beta Services or Third-Party Components; (b) Nex Data, results, scores, matches or AI Output; (c) any non-conformity caused by Customer Data, Customer Integrations, Customer's configuration, misuse, modification, or use other than in accordance with the Documentation; or (d) any non-conformity that Customer does not report to Nex in writing, with reasonable detail, within thirty (30) days of first becoming aware of it.

13.3 Exclusive remedy. Customer's sole and exclusive remedy, and Nex's sole and entire liability, for any breach of the Limited Warranty is for Nex, at its option and expense, to (a) use commercially reasonable efforts to correct the non-conformity, or (b) if Nex is unable to correct it within a reasonable time, permit Customer to terminate the affected Order Form, in which case Nex will refund the prepaid Fees for the affected Service covering the remainder of the Subscription Term after the effective date of termination.

13.4 Customer warranties. Customer represents and warrants that: (a) it has collected and will process all Customer Data in compliance with Applicable Law; (b) it has provided all notices and obtained all consents, releases and authorizations required for Nex to process Customer Data, including Biometric Data, as contemplated by the Agreement; (c) Customer Data and Customer Materials do not infringe or misappropriate the rights of any third party; (d) all information it provides to Nex under Section 3 is true, complete and not misleading; and (e) it will use the Services only in compliance with Applicable Law and the Agreement.

13.5 General disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 13.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, NEX DATA, RESULTS, AI OUTPUT, DOCUMENTATION AND ALL OTHER MATERIALS ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". NEX, ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE.

13.6 Specific disclaimers. WITHOUT LIMITING SECTION 13.5, AND WITHOUT LIMITATION TO THE MATTERS LISTED BELOW, NEX DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT:

1. THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED;
2. ANY NEX DATA, SANCTIONS LIST, WATCHLIST, POLITICALLY EXPOSED PERSON RECORD, ADVERSE MEDIA ARTICLE OR OTHER SOURCE IS ACCURATE, COMPLETE, CURRENT, UP TO DATE OR FREE FROM ERROR, OR THAT ANY SOURCE WILL CONTINUE TO BE AVAILABLE;
3. THE SERVICES WILL IDENTIFY EVERY RESTRICTED PARTY, POLITICALLY EXPOSED PERSON, ADVERSE MEDIA SUBJECT, FRAUDULENT DOCUMENT, SPOOFING ATTEMPT, SUSPICIOUS TRANSACTION, MONEY LAUNDERING TYPOLOGY OR OTHER RISK, OR THAT ANY MATCH, NON-MATCH, SCORE, ALERT OR CLEARANCE IS CORRECT;
4. ANY IDENTITY DOCUMENT VERIFIED THROUGH THE SERVICES IS GENUINE, VALID OR BELONGS TO THE PERSON PRESENTING IT, OR THAT ANY FACE COMPARISON OR LIVENESS RESULT IS ACCURATE;
5. ANY AI OUTPUT IS ACCURATE, COMPLETE, APPROPRIATE, NON-INFRINGING OR FREE FROM BIAS;
6. USE OF THE SERVICES WILL ENSURE OR RESULT IN CUSTOMER'S COMPLIANCE WITH AML/CFT LAWS, SANCTIONS LAWS, DATA PROTECTION LAWS OR ANY OTHER APPLICABLE LAW, OR SATISFY ANY REGULATOR, AUDITOR OR EXAMINER;
7. ANY REPORT PREPARED THROUGH THE SERVICES WILL BE ACCEPTED BY ANY FINANCIAL INTELLIGENCE UNIT, REGULATOR OR REPORTING PORTAL; OR
8. THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, OR OPERATE WITH ANY CUSTOMER INTEGRATION.

13.7 Reliance. Customer acknowledges that it has not relied on any representation, statement, demonstration, roadmap, marketing material or promise not expressly set out in the Agreement, and that its purchase is not contingent on the delivery of any future functionality or feature, or on any public or private comment made by Nex regarding future functionality. Customer is solely responsible for all decisions it makes, and all actions it takes or omits to take, based on the Services, Nex Data, results or AI Output.

13.8 Internet and third parties. Nex is not responsible for any delay, failure, loss or damage caused by the internet, telecommunications networks, hosting providers, Third-Party Components, Customer Integrations or any other circumstance outside Nex's reasonable control.

13.9 Our commitment and the inherent limits of compliance technology.

(a) Our commitment. Nex designs, builds, tests and maintains the Services in accordance with its internal quality and security processes, and uses commercially reasonable efforts to keep its data sources current, its matching, verification and scoring logic accurate, its AI Features reliable and the Services available and secure. Nex continuously reviews and improves the Services as regulations, typologies, data sources and technology evolve.

(b) Inherent limits. Like every identity verification, screening, monitoring and risk-assessment system available in the market, the Services cannot guarantee complete, error-free or perfect results. Their output depends on the quality of the data and evidence supplied, the configuration Customer selects, the availability and accuracy of third-party and official sources, and the probabilistic nature of matching, image analysis and artificial intelligence. The examples below are illustrative only and non-exhaustive. The inherent limits of the Services are not restricted to these examples; they apply equally to every other Service, product, feature, function and sub-function, whether existing now or added later, and the examples do not limit Sections 13.5 to 13.8 or any other disclaimer or limitation in the Agreement:

1. Sanctions screening (Nex Screening): a designation may appear in the Services some time after the issuing authority publishes it; an official list may be published late, in an inconsistent format or with errors; a listed person may use an unknown alias, a new transliteration or a spelling variant; and a match may be missed, or a false match raised, where the identifiers supplied (such as date of birth, nationality or registration number) are incomplete or differ from the listing.
2. Politically exposed persons (Nex Screening): a person may take, leave or change a public office, or a family member or close associate may not yet be publicly identified, before that information is published or collected; and Nex's PEP classification may differ from the definition in Customer's applicable law.
3. Adverse media (Nex Screening): relevant articles may not yet be published, indexed or accessible, may be behind paywalls or in languages or regions not covered, or may be inaccurate, disputed, later corrected or retracted; and severity and credibility indicators are automated aids.
4. Ongoing monitoring and batch screening (Nex Screening): a change in a list or a subject's status between two scheduled re-screening cycles will be detected only at the next cycle, and batch files with missing or malformed fields may produce incomplete results.
5. Identity document checks (Nex eKYC): a high-quality forgery, a genuine document obtained fraudulently, a new document version, an unsupported document type, glare, low resolution or a damaged document may lead to an incorrect authenticity result or data extraction error.
6. Face comparison and live presence (Nex eKYC): lighting, camera quality, ageing, appearance changes, twins or look-alikes, and sophisticated presentation or deepfake attacks may affect face-match scores and liveness results.
7. Location, device and minimum-age checks (Nex eKYC): VPNs, proxies and device spoofing may mask an applicant's true location or device, and age rules depend on the date of birth shown on, or extracted from, the document submitted.
8. Transaction monitoring (Nex AML): unusual or suspicious activity may not trigger an alert where rules, thresholds or segments are not calibrated to Customer's business, where transaction data is incomplete or mapped incorrectly, or where a new typology is not yet covered by Customer's rules.
9. Customer risk assessment and EWRA (Nex AML): risk ratings and residual-risk results reflect the methodology, weights, factors and control-test evidence configured and approved by Customer, and are only as accurate as those inputs.
10. Investigations, case management and regulatory reporting (Nex AML): case summaries, network links and report drafts depend on the records available, and reporting portals may change their formats, codes or validation rules without notice.
11. Elodie and other AI Features: AI Output may be incomplete, outdated or incorrect even when it cites source records, and must always be reviewed by a person.
12. Nex 360 and integrations: results across connected products depend on the correct configuration of each product, on Customer Integrations and on the timely delivery of data and webhooks between systems.

(c) Shared responsibility. For these reasons, the Services are designed to support, and not to replace, Customer's own judgment, human review, quality assurance and the periodic testing required by Section 5.11. Nothing in this Section 13.9 is a warranty, creates any obligation to achieve a particular result or level of accuracy, or extends Nex's liability beyond the limits in Section 15. Nex does not guarantee any particular result, outcome, detection rate, match rate, false-positive or false-negative rate, approval rate, accuracy level or regulatory outcome. Any performance figure, accuracy statistic, benchmark or example given in marketing material, demonstrations, proposals or the Documentation is indicative only and does not form a warranty or commitment. This Section 13.9 supplements, and does not limit or replace, Sections 13.5 to 13.8 and Section 15.

14. Indemnification

14.1 Indemnification by Nex. Nex will defend Customer against any claim, demand, suit or proceeding brought by an unaffiliated third party alleging that the paid Services, as provided by Nex and used by Customer in accordance with the Agreement, infringe a United States patent, copyright or trademark, or misappropriate a trade secret, of that third party (an "IP Claim"), and will pay the damages, costs and attorneys' fees finally awarded against Customer by a court or arbitral tribunal of competent jurisdiction, or agreed in a settlement approved in writing by Nex, in respect of the IP Claim.

14.2 Exclusions. Nex has no obligation under Section 14.1 for any IP Claim to the extent it arises from: (a) Customer Data, Customer Materials or Customer Integrations; (b) Nex Data, AI Output, Third-Party Components or open-source software; (c) Free Services or Beta Services; (d) any modification of the Services not made by Nex; (e) the combination of the Services with any product, service, data or process not supplied by Nex, where the IP Claim would not have arisen but for the combination; (f) Customer's continued use of an allegedly infringing version after Nex has made a non-infringing version available; or (g) Customer's breach of the Agreement.

14.3 Mitigation. If the Services become, or in Nex's opinion are likely to become, the subject of an IP Claim, Nex may at its option and expense: (a) procure for Customer the right to continue using the Services; (b) modify or replace the Services so that they become non-infringing while providing materially similar functionality; or (c) if Nex determines that neither (a) nor (b) is commercially reasonable, terminate the affected Order Form and refund the prepaid Fees for the affected Services covering the remainder of the Subscription Term. This Section 14 states Nex's sole and entire liability, and Customer's exclusive remedy, for any actual or alleged infringement or misappropriation of third-party rights.

14.4 Indemnification by Customer. Customer will defend, indemnify and hold harmless Nex, its Affiliates and their respective members, managers, officers, directors, employees, agents, licensors, Sub-processors and Authorized Partners (the "Nex Indemnitees") from and against any and all claims, demands, suits, proceedings, regulatory investigations and enforcement actions, and all resulting losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' fees and costs of investigation), arising out of or relating to:

1. Customer Data or Customer Materials, including any allegation that their collection, submission or processing breaches Applicable Law or infringes, misappropriates or violates the rights of any person;
2. any failure by Customer to provide any notice, or to obtain any consent, written release or authorization, required by Data Protection Laws, biometric privacy laws (including the Illinois Biometric Information Privacy Act and similar laws) or other Applicable Law;
3. any decision, action, omission, onboarding, rejection, exit, account restriction, freeze, transaction block, report, non-report or other outcome that Customer, its Authorized Users or its Affiliates make or take, in whole or in part, in reliance on the Services, Nex Data, results or AI Output;
4. any claim by an End User, a regulator, a financial intelligence unit, a law-enforcement authority or any other third party relating to Customer's business, compliance program or regulatory obligations;
5. Customer's breach of Section 5 (Customer Responsibilities), Section 6 (Acceptable Use and Restrictions) or Section 7 (Sanctions, Export Controls and Restricted Parties);
6. Customer Integrations, or any product, data or service that Customer combines with the Services;
7. any act or omission of Customer's Affiliates, Authorized Users, contractors or End Users; and
8. Customer's gross negligence, willful misconduct, fraud or violation of Applicable Law.

14.5 Procedure. The indemnified Party must: (a) give the indemnifying Party prompt written notice of the claim (provided that any delay relieves the indemnifying Party of its obligations only to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement of the claim, except that the indemnifying Party may not settle any claim that imposes any obligation on, or admits any fault of, the indemnified Party without its prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation, at the indemnifying Party's expense. The indemnified Party may participate in the defense with counsel of its own choosing, at its own expense. Notwithstanding Section 14.5(b), Nex may, at its option, assume control of the defense of any regulatory investigation or claim directed at a Nex Indemnitee, at Customer's expense.

14.6 Indemnity not limited. Customer's obligations under Section 14.4 are not subject to the limitations of liability in Section 15.

15. Limitation of Liability

15.1 Exclusion of indirect and certain losses. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NEX, ITS AFFILIATES, LICENSORS, SUPPLIERS OR SUB-PROCESSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, MISREPRESENTATION OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS, FOR ANY:

1. INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;
2. LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, CUSTOMERS, GOODWILL, ANTICIPATED SAVINGS OR REPUTATION;
3. LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, OR COSTS OF RECOVERING OR RECONSTRUCTING DATA;
4. COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY;
5. FINES, PENALTIES, SANCTIONS, DISGORGEMENT, REMEDIATION COSTS, LOOK-BACK REVIEW COSTS, MONITORSHIP COSTS OR OTHER AMOUNTS IMPOSED ON OR INCURRED BY CUSTOMER BY OR AT THE DIRECTION OF ANY REGULATOR, SUPERVISORY AUTHORITY, FINANCIAL INTELLIGENCE UNIT, COURT OR LAW-ENFORCEMENT AUTHORITY;
6. LOSSES ARISING FROM ANY FAILURE TO DETECT, OR ANY INCORRECT IDENTIFICATION OF, A RESTRICTED PARTY, POLITICALLY EXPOSED PERSON, ADVERSE MEDIA SUBJECT, FRAUDULENT IDENTITY OR DOCUMENT, OR SUSPICIOUS ACTIVITY; OR
7. LOSSES ARISING FROM ANY DECISION MADE, OR ACTION TAKEN OR NOT TAKEN, BY CUSTOMER OR ANY THIRD PARTY IN RELIANCE ON THE SERVICES, NEX DATA, RESULTS OR AI OUTPUT.

15.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NEX, ITS AFFILIATES, LICENSORS, SUPPLIERS AND SUB-PROCESSORS ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES, FOR ALL CLAIMS COMBINED AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO NEX (OR, WHERE CUSTOMER PURCHASED THROUGH AN AUTHORIZED PARTNER, THE AMOUNTS ACTUALLY RECEIVED BY NEX FROM THAT AUTHORIZED PARTNER FOR CUSTOMER'S SUBSCRIPTION) FOR THE SPECIFIC SERVICE GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY, LESS ANY AMOUNTS PREVIOUSLY PAID BY NEX IN RESPECT OF OTHER CLAIMS UNDER THE AGREEMENT. CUSTOMER ACKNOWLEDGES THAT, SUBJECT ONLY TO SECTION 15.5, ITS MAXIMUM RECOVERY FROM NEX FOR ANY AND ALL CLAIMS IS LIMITED TO A REFUND OF THE FEES DESCRIBED IN THIS SECTION 15.2, AND THAT NEX HAS NO LIABILITY BEYOND THAT AMOUNT.

15.3 Free Services. NOTWITHSTANDING SECTION 15.2, NEX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY FREE SERVICES, BETA SERVICES, TRIALS, PILOTS, FREE TOOLS OR SERVICES PROVIDED UNDER THE GOVERNMENT & NPO PROGRAM WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD 100).

15.4 Service credits. Where the Service Level Agreement provides for service credits, those credits are Customer's sole and exclusive remedy for any failure to meet the service levels, and count towards the cap in Section 15.2.

15.5 Exceptions. The exclusions and limitations in Sections 15.1 to 15.3 do not apply to: (a) Customer's obligation to pay Fees; (b) Customer's liability under Section 6, Section 7 or Section 14.4; (c) a Party's liability for its fraud, fraudulent misrepresentation, bad faith or intentional misconduct; or (d) any liability that cannot be limited or excluded under Applicable Law, in which case the liability is limited to the minimum amount permitted.

15.6 Basis of the bargain. The Parties agree that the limitations and exclusions in this Section 15 are reasonable, reflect an informed and deliberate allocation of risk, form an essential basis of the bargain between the Parties, and are reflected in the Fees. Nex would not provide the Services without them. These limitations apply even if any limited remedy fails of its essential purpose.

15.7 Time limit for claims. To the maximum extent permitted by Applicable Law, Customer must commence any claim or action arising out of or relating to the Agreement within the earlier of (a) six (6) months after Customer became aware, or should reasonably have become aware, of the facts giving rise to it, and (b) one (1) year after the cause of action accrues, failing which the claim is permanently barred. This period is not suspended by the procedure in Section 15.10, except that it is extended by the duration of Nex's investigation under Section 15.10(2).

15.8 Duty to mitigate. Each Party must take reasonable steps to mitigate any loss it suffers or may suffer in connection with the Agreement.

15.9 Beneficiaries. The limitations in this Section 15 apply for the benefit of Nex's Affiliates, licensors, suppliers, Sub-processors, Authorized Partners and their respective personnel, each of whom may enforce this Section 15.

15.10 Claims procedure, investigation and verification. As a condition precedent to any liability of Nex, and without extending any limit in this Section 15:

1. Notice of claim. Customer must notify Nex in writing at legal@nex.systems within thirty (30) days after Customer becomes aware, or should reasonably have become aware, of the facts giving rise to a claim, describing the claim, the Service, function and sub-function concerned, the relevant dates, the loss claimed and how it was calculated, together with all supporting evidence reasonably available to Customer (a "Claim Notice").
2. Investigation. Nex will investigate the claim in good faith and will use reasonable efforts to complete its investigation within sixty (60) days after receiving a complete Claim Notice. Customer must cooperate fully and promptly, including by preserving and providing the relevant Customer Data, configuration settings, rule and threshold history, user activity, logs, test results under Section 5.11, decisions taken and communications with regulators or End Users. Nex may extend the investigation period where Customer's cooperation is delayed or the matter is complex.
3. Verification of cause. Nex is liable only for direct losses that Customer proves, by documentary evidence, were caused directly by Nex's material breach of an express obligation in the Agreement. Nex has no liability to the extent the loss was caused or contributed to by Customer Data, Customer's configuration or decisions, Customer Integrations, Third-Party Components, official or third-party sources, Free Services or Beta Services, any failure by Customer to comply with Section 5 (including Section 5.11), or any other matter excluded by the Agreement, and any liability is reduced in proportion to such contribution.
4. Amount payable. The amount payable by Nex is the lower of (a) the direct loss so proven and verified, and (b) the cap in Section 15.2 (or Section 15.3 for Free Services). The cap is a maximum and not a fixed or guaranteed amount; no amount is payable where no loss is proven, and no amount above the cap is payable in any circumstances.
5. Determination and payment. Nex will pay any amount due only after liability and amount have been agreed in writing by the Parties or finally determined under Section 17. At Nex's option, payment may be made as a refund of Fees or as a credit against future Fees. Any payment made is in full and final settlement of the claim and of all related claims arising from the same or connected facts.
6. Failure to comply. Any claim for which a Claim Notice is not given within the period in paragraph 1, or for which Customer fails materially to cooperate under paragraph 2, is waived and permanently barred, to the maximum extent permitted by Applicable Law.

15.11 No liability for regulatory fines, penalties and enforcement outcomes. Customer acknowledges that its regulatory obligations are personal to Customer and cannot be transferred to Nex. Accordingly, and without limiting Section 15.1, subject only to Section 15.5(c) and (d), and to the maximum extent permitted by Applicable Law, Nex has no liability, whether as damages, indemnity, contribution, reimbursement or otherwise, for any fine, penalty, administrative sanction, civil money penalty, settlement, disgorgement, forfeiture, remediation or look-back exercise, independent monitorship, license restriction, suspension or revocation, enforcement undertaking, public censure or other regulatory or criminal outcome imposed on, agreed by or incurred by Customer, its Affiliates, directors, officers or employees, including where it results from or relates to:

1. any failure to identify, or any delay in identifying, a sanctioned or restricted party, politically exposed person, adverse media subject, fraudulent or forged document, impersonation, deepfake or synthetic identity;
2. any onboarding, approval, rejection, exit, account restriction, asset freeze, transaction block or release, or any failure to take such action;
3. any unusual or suspicious activity that was not detected, alerted, escalated, investigated or reported, or any report that was late, incomplete, inaccurate, rejected or not filed;
4. any deficiency in Customer's customer due diligence, enhanced due diligence, ongoing monitoring, risk assessment, enterprise-wide risk assessment, record-keeping, governance, training, independent testing or compliance program;
5. Customer's configuration of the Services, including lists, sources, thresholds, rules, scenarios, risk factors, weights and retention periods, or Customer Data, Customer Integrations or the data feeds Customer supplies;
6. any reliance on Nex Data, results, scores, AI Output, default settings, templates or methodologies;
7. any breach of Data Protection Laws or biometric privacy laws arising from Customer's processing, notices, consents or retention choices;
8. any unavailability, suspension, interruption, delay or termination of the Services, where Customer did not maintain the business continuity measures required by Section 10.5; or
9. any finding by a regulator, examiner, auditor or court that the Services, as configured or used by Customer, did not meet Customer's legal or regulatory requirements.

Customer must not seek to recover, and waives any right to recover, any such amount from Nex or any Nex Indemnitee, and must indemnify the Nex Indemnitees under Section 14.4 if any regulator, End User or third party seeks to hold a Nex Indemnitee responsible for any such amount or outcome.

16. Term, Termination and Effect of Termination

16.1 Term of the Agreement. The Agreement begins on the Effective Date and continues until all Subscription Terms and all Free Services have expired or been terminated, unless terminated earlier in accordance with this Section 16.

16.2 Subscription Terms and renewal. Each Subscription Term begins on the start date stated in the Order Form and continues for the period stated in it. Unless an Order Form states otherwise, each Subscription Term automatically renews for successive periods equal to the expiring term (or twelve (12) months, if shorter), unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. Renewals are subject to Section 9.8.

16.3 Termination for cause. Either Party may terminate the Agreement, or the affected Order Form, by written notice to the other Party if the other Party commits a material breach of the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail. A failure by Customer to pay any amount when due, and any breach of Section 6, Section 7 or Section 12, is a material breach.

16.4 Termination by Nex with immediate effect. Nex may terminate the Agreement, any Order Form or any Free Service immediately by written notice, without liability and without refund, if: (a) Customer breaches Section 6 or Section 7; (b) Customer becomes, or is reasonably suspected by Nex of becoming, a Restricted Party, or comes under the ownership or control of a Restricted Party; (c) Customer becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver, administrator, liquidator or trustee appointed, files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days, ceases to carry on business, or suffers any analogous event in any jurisdiction; (d) Customer's license, registration or authorization required to conduct its business is suspended, revoked or not renewed; (e) Customer is subject to public enforcement action, criminal investigation or credible adverse media relating to financial crime that Nex considers, acting reasonably, poses a material reputational or legal risk to Nex; (f) continued provision of the Services would breach Applicable Law or a requirement of any regulator, court or authority; or (g) a suspension under Section 10 continues for more than thirty (30) days.

16.5 Effect of termination or expiry. Upon termination or expiry of the Agreement or an Order Form: (a) all rights and licenses granted to Customer for the affected Services immediately end, and Customer must stop accessing and using them; (b) all unpaid Fees for the remainder of the Subscription Term become immediately due and payable, except where Customer terminates for Nex's uncured material breach under Section 16.3; (c) for thirty (30) days after the effective date of termination or expiry (the "Retrieval Period"), Nex will, on Customer's written request and provided Customer has paid all amounts due, make Customer Data available for export in the formats supported by the Services; (d) after the Retrieval Period, Nex has no obligation to maintain or provide Customer Data and will delete it in accordance with Section 8.8 and the Data Processing Agreement; and (e) each Party must return or destroy the other Party's Confidential Information in accordance with Section 12.8.

16.6 Transition assistance. Any assistance requested by Customer beyond the export functionality in Section 16.5(c), including bulk data extraction, conversion, migration or extended access, is subject to Nex's agreement and its then-current professional services rates.

16.7 No compensation. Termination or expiry of the Agreement in accordance with its terms does not entitle Customer to any compensation, indemnity or damages for loss of goodwill, investment, business or clientele.

16.8 Survival. Sections 1, 5.1, 5.2, 5.9, 5.11, 5.12, 6.2, 6.6 to 6.8, 7, 8.8, 8.9, 9 (as to amounts accrued), 11, 12, 13.5 to 13.9, 14, 15, 16.5 to 16.8, 17 and 18, the Product Schedules and Part C (to the extent they contain disclaimers, limitations or restrictions), and any other provision that by its nature is intended to survive, survive termination or expiry of the Agreement.

16.9 Inactive accounts. Nex may close any account that has no active paid subscription and has not been accessed for twelve (12) consecutive months, after giving at least thirty (30) days' notice to the account administrator. Section 16.5 applies to any Customer Data held in a closed account.

17. Governing Law and Dispute Resolution

17.1 Governing law. The Agreement, and any dispute, controversy or claim arising out of or relating to it, its subject matter or formation, including non-contractual disputes and claims (a "Dispute"), is governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, in any form enacted, do not apply.

17.2 Informal resolution. Before commencing arbitration, the Party raising a Dispute must send the other Party a written notice describing the Dispute, the relief sought and the supporting facts (a "Dispute Notice"). Notices to Nex must be sent to legal@nex.systems and to Nex's registered address. Senior representatives of the Parties will negotiate in good faith for at least thirty (30) days after receipt of the Dispute Notice. Discussions under this Section 17.2 are confidential and without prejudice.

17.3 Binding arbitration. Any Dispute not resolved under Section 17.2 will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution ("ICDR") of the American Arbitration Association in accordance with its International Arbitration Rules in effect at the time the arbitration is commenced. The arbitration will be conducted by a sole arbitrator, unless the amount in dispute exceeds one million United States dollars (USD 1,000,000), in which case it will be conducted by three arbitrators. The seat (legal place) of arbitration is Cheyenne, Wyoming, USA. Hearings may be held by video conference. The language of the arbitration is English. The arbitrator(s) must apply the governing law in Section 17.1 and the terms of the Agreement, including Section 15, and have no authority to award damages excluded by the Agreement. This Section 17.3 is governed by the U.S. Federal Arbitration Act, 9 U.S.C. § 1 et seq., and, for international Disputes, the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958). Judgment on the award may be entered in any court of competent jurisdiction. The Parties agree that the award is final and binding and waive, to the extent permitted by law, any right of appeal or recourse to any court.

17.4 Confidentiality of proceedings. The existence, content and outcome of any arbitration, and all documents and submissions in it, are Confidential Information of both Parties, except as needed to enforce an award or as required by Applicable Law.

17.5 Exceptions. Notwithstanding Section 17.3: (a) either Party may seek temporary, preliminary or permanent injunctive relief, specific performance or other equitable relief from any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information, or to prevent a breach of Section 6 or Section 7, without first complying with Section 17.2; and (b) Nex may bring proceedings to recover unpaid Fees, or to enforce an arbitral award, in the courts of Laramie County, Wyoming, the United States District Court for the District of Wyoming, or any court of the jurisdiction in which Customer is organized or has assets.

17.6 Waiver of class and representative actions. EACH PARTY MAY BRING A DISPUTE ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator(s) may not consolidate claims of more than one customer.

17.7 Waiver of jury trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

17.8 Costs. Each Party bears its own costs of arbitration, and the Parties share the fees of the ICDR and the arbitrator(s) equally, except that the tribunal may award reasonable costs and attorneys' fees to the prevailing Party.

17.9 Submission to jurisdiction. For any matter that is permitted to be heard by a court under Section 17.5, or if Section 17.3 is held unenforceable, each Party irrevocably submits to the exclusive jurisdiction of the state courts located in Laramie County, Wyoming and the United States District Court for the District of Wyoming, and waives any objection based on inconvenient forum, except that Nex may enforce a judgment in any jurisdiction.

17.10 Sovereign immunity. To the extent that Customer is a government entity or may claim immunity from suit, jurisdiction or execution, Customer irrevocably waives such immunity to the fullest extent permitted by the law applicable to it, solely in respect of Disputes and the enforcement of any award or judgment.

17.11 Continuation of performance. Pending resolution of a Dispute, each Party must continue to perform its obligations under the Agreement, including payment of undisputed Fees, unless the Agreement has been terminated.

17.12 Separate dispute resolution agreement. This Section 17 forms an integral part of the Agreement and binds Customer upon acceptance of these Terms. Where the law applicable to Customer requires an arbitration or dispute resolution agreement to be documented separately, either Party may request that the Parties execute a separate written agreement reflecting the terms of this Section 17, and the other Party will not unreasonably refuse. Unless and until any such separate agreement is executed, this Section 17 continues to apply in full.

17.13 Mandatory local law. If a mandatory law of Customer's jurisdiction that cannot be excluded by agreement applies to the Agreement, the Agreement applies to the maximum extent permitted by that law, and any provision that cannot be enforced under it is limited or modified to the minimum extent necessary, in accordance with Section 18.9. The remainder of the Agreement, including the governing law in Section 17.1 and the arbitration agreement in Section 17.3, continues to apply in full.

18. General Provisions

18.1 Entire agreement. The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, understandings and communications, whether written or oral. Each Party acknowledges that, in entering into the Agreement, it has not relied on any statement, representation, assurance or warranty that is not expressly set out in the Agreement. Nothing in this Section 18.1 limits liability for fraud.

18.2 Amendment. Except as provided in Section 2.7, no amendment, variation or waiver of the Agreement is effective unless it is in writing, expressly refers to the Agreement and is signed by an authorized representative of each Party. Click-through or shrink-wrap terms presented by Customer have no effect.

18.3 Assignment. Customer may not assign, novate, delegate or otherwise transfer the Agreement or any of its rights or obligations, in whole or in part, whether voluntarily, by operation of law, change of control or otherwise, without Nex's prior written consent. Nex may assign or transfer the Agreement, in whole or in part, without Customer's consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of the assets or business to which the Agreement relates, and may assign its right to receive payment to any person. Any purported assignment in breach of this Section 18.3 is void. The Agreement binds and benefits the Parties and their permitted successors and assigns.

18.4 Force majeure. Nex is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic or epidemic, war, terrorism, civil unrest, sanctions, embargoes, acts or orders of government, labor disputes (other than those of Nex's own personnel), failures or outages of internet, telecommunications, power or hosting providers, cyber-attacks, denial-of-service attacks, or the unavailability, change or withdrawal of any Third-Party Component or data source (a "Force Majeure Event"). If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Order Form by written notice, without liability, and Nex will refund any prepaid Fees for the period after termination. A Force Majeure Event does not excuse Customer's obligation to pay Fees.

18.5 Notices. Notices to Customer may be given by email to the account administrator or billing contact, through in-product notification, or by posting on the Services, and are effective when sent or posted. Legal notices to Nex (including notices of breach, termination or Disputes) must be sent by email to legal@nex.systems and by courier to Nex Global LLC, 1621 Central Ave #69914, Cheyenne, WY 82001, USA, and are effective upon receipt. Customer must keep its notice contacts current.

18.6 Electronic signatures and records. The Parties consent to the use of electronic signatures, click-through acceptance and electronic records. An Order Form or the Agreement signed or accepted electronically, or executed in counterparts, is as binding as an original signed document.

18.7 Relationship of the Parties. The Parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, franchise, fiduciary or employment relationship between the Parties. Neither Party has authority to bind the other. The Agreement is non-exclusive. Nothing in the Agreement restricts Nex from providing the Services, or any similar products or services, to any other person, including Customer's competitors.

18.8 No third-party beneficiaries. Except as stated in Section 14 and Section 15.9, no person other than the Parties has any right to enforce any term of the Agreement. End Users have no rights under the Agreement.

18.9 Severability. If any provision of the Agreement is held invalid, illegal or unenforceable in any jurisdiction, that provision will be enforced to the maximum extent permissible, or modified to the minimum extent necessary to make it enforceable, so as to give effect to the Parties' intent, and the remaining provisions will continue in full force and effect.

18.10 Waiver. No failure or delay in exercising any right or remedy operates as a waiver of it, and no single or partial exercise of any right or remedy precludes any further exercise of it or of any other right or remedy.

18.11 Cumulative remedies. Except as expressly stated in the Agreement (including Sections 13.3, 14.3 and 15.4), the rights and remedies under the Agreement are cumulative and in addition to any rights and remedies provided by law.

18.12 Publicity. Except as permitted by Section 11.5, neither Party may issue any press release or public announcement about the Agreement without the other Party's prior written consent.

18.13 U.S. Government end users. The Services and Documentation are "commercial products", "commercial computer software" and "commercial computer software documentation" as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. U.S. Government end users acquire only the rights set out in the Agreement.

18.14 Non-solicitation. During the Subscription Term and for twelve (12) months afterwards, Customer must not directly solicit for employment or engagement any employee or contractor of Nex who was involved in providing the Services to Customer, except through general advertisements not targeted at Nex personnel.

18.15 Construction and counsel. Each Party has had the opportunity to review the Agreement with legal counsel of its choice, and the Agreement will not be construed against either Party as its drafter.

18.16 Contact. Questions about these Terms may be sent to legal@nex.systems.

PART B: PRODUCT SCHEDULES

Each Product Schedule applies in addition to Part A when Customer uses the relevant Service. Capitalized terms used but not defined in a Product Schedule have the meanings given in Part A.

Schedule 1: Nex eKYC

S1.1 Description. Nex eKYC enables Customer to collect and review identity evidence from End Users, including identity document capture and data extraction, document authenticity checks, face comparison between a live capture and a document portrait, live presence (liveness) checks, data consistency checks, minimum-age checks, location and device signals, duplicate-identity checks and configurable decision rules, through hosted verification flows, software development kits and APIs.

S1.2 Customer as controller of the verification. Customer determines whether, when and how to verify each End User, which checks and rules to apply, and what decision to make. Customer is the controller of all personal data, including Biometric Data, collected through Nex eKYC. Nex processes such data solely as Customer's processor in accordance with the Data Processing Agreement.

S1.3 Biometric Data: Customer obligations. Before any End User's face image, video, liveness signal or other Biometric Data is collected through Nex eKYC, Customer must, at its own cost and responsibility:

1. provide the End User with a clear, written notice that Biometric Data will be collected, stating the specific purpose, the identity of Customer as controller, the use of Nex as a service provider, the retention period and the End User's rights;
2. obtain the End User's express, informed, written (including electronic) consent or release where required by Applicable Law, including under GDPR Article 9, the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act, the Washington biometric identifiers law (RCW 19.375) and any comparable law;
3. make available to the public, where required by Applicable Law, a written policy establishing a retention schedule and guidelines for permanently destroying Biometric Data;
4. offer an alternative verification method where Applicable Law requires one;
5. retain records of each notice and consent for as long as Applicable Law requires; and
6. ensure that Biometric Data is used only for identity verification, fraud prevention and compliance purposes, and never sold, leased, traded or otherwise profited from.

Nex may make consent screens and notice templates available within hosted flows as a convenience. Customer is responsible for reviewing, adapting and approving their content, and their availability does not shift any obligation to Nex.

S1.4 Biometric processing by Nex. Nex processes Biometric Data solely to perform the checks Customer requests, to secure the Services and to comply with Applicable Law. Nex does not sell, lease, trade or otherwise profit from Biometric Data, does not use Biometric Data to identify individuals across customers (except for duplicate-identity checks within Customer's own account where Customer enables them), and does not use Biometric Data to train generally available AI models. Nex permanently destroys Biometric Data at the end of the retention period configured by Customer, and in any event within the time required by Applicable Law, including, where the Illinois Biometric Information Privacy Act applies, when the initial purpose for collecting the Biometric Data has been satisfied or within three (3) years of the End User's last interaction with Customer, whichever occurs first. Customer must configure retention periods that comply with this requirement.

S1.5 Retention settings. Customer must configure retention periods for verification records, document images, face images and liveness media within the range supported by Nex eKYC (currently from one (1) to ten (10) years), consistent with its obligations under AML/CFT Laws and Data Protection Laws. Customer is solely responsible for the retention periods it selects.

S1.6 Nature of results. Results from Nex eKYC, including document authenticity indicators, extracted data, face-match scores, liveness results, age estimates, location and device signals and approve, decline or review outcomes, are probabilistic assessments based on the evidence submitted and the configuration selected. They are not a certification that a document is genuine, valid, unaltered or issued by a competent authority, that a person is who they claim to be, or that a person is or is not of a particular age. Nex eKYC may produce false positives and false negatives. Customer must review results in accordance with its own policies before relying on them.

S1.7 Supported documents and countries. Coverage lists of supported countries, document types and languages are indicative and may change. Nex does not warrant that any particular document type, version, series or security feature will be supported or recognized at any time.

S1.8 Location rules. Location and network signals (including IP-derived geolocation) can be inaccurate and may be masked by VPNs, proxies or other tools. Rules that restrict onboarding from countries selected by Customer are a risk control only and do not guarantee that an End User is or is not located in a particular country.

S1.9 End User experience. Customer is responsible for its own customer journey, branding, wording, accessibility, language choices and support channels for End Users. Nex has no direct relationship with End Users and will refer any End User request it receives to Customer where it can identify Customer.

S1.10 Prohibited eKYC uses. In addition to Section 6, Customer must not use Nex eKYC: (a) to verify any person who has not been informed of, and where required has consented to, the verification; (b) to identify individuals in crowds, public spaces or images not voluntarily submitted for verification; (c) for emotion recognition, biometric categorization by sensitive characteristics, or any practice prohibited by the EU Artificial Intelligence Act or similar laws; or (d) to knowingly verify any individual under eighteen (18) years of age, or under the minimum age configured by Customer, except where Applicable Law permits it and Customer has obtained any required parent or guardian consent. Where a minimum-age rule identifies an applicant below the configured age, Customer must decline or refer the application and retain the related data only as permitted by Applicable Law.

Schedule 2: Nex Screening

S2.1 Description. Nex Screening enables Customer to screen individuals and entities against sanctions lists, watchlists, enforcement lists, politically exposed person data, adverse media and Customer's own internal lists, including one-off, batch and scheduled re-screening (ongoing monitoring), match scoring, case management and disposition tools.

S2.2 Sources of Nex Data. Nex Data used in Nex Screening is compiled by Nex from official government and intergovernmental publications, public registers, news and media sources and other publicly available sources, using Nex's own collection, crawling and structuring processes, and may be supplemented by licensed sources. Nex selects, adds, removes and updates sources at its discretion. The list of sources made available in the Services or the Documentation describes current coverage only and does not constitute a commitment to maintain any particular source.

S2.3 Update frequency. Nex aims to refresh official sanctions sources promptly after publication by the issuing authority, in accordance with the indicative frequencies stated in the Documentation. Customer acknowledges that there is inevitably a delay between publication by an issuing authority and availability in the Services, that sources may be temporarily unavailable or published in inconsistent formats, and that Nex does not guarantee any particular update time. Customer remains responsible for monitoring official publications where its obligations require real-time compliance.

S2.4 No opinion on any person. Nex Data reproduces or summarizes information published by third parties. The inclusion of any person or entity in Nex Data, or the generation of a match, alert or risk indicator, does not mean that Nex has formed any opinion, made any allegation or reached any conclusion about that person or entity, including that they have committed any offense, are corrupt, or present any risk. Customer must not represent otherwise.

S2.5 Matches are potential matches. Every match generated by Nex Screening is a potential match only, based on name similarity and any other identifiers available. Match scores, fuzzy-matching results, transliterations and alias matching are automated indicators that may produce false positives and false negatives. Customer must review each potential match using all information available to it before making any decision, and must not draw automatic conclusions or take adverse action against any person solely on the basis of a potential match.

S2.6 Configuration and thresholds. Customer selects the lists, sources, entity types, match thresholds, fuzzy-matching sensitivity, date-of-birth and country tolerances, re-screening frequencies and adverse-media categories it applies. Nex is not responsible for any potential match that is not returned, or is returned with a lower score, because of Customer's configuration or because of incomplete identifiers supplied by Customer.

S2.7 Adverse media. Adverse media results are drawn from third-party publications that may be inaccurate, incomplete, out of date, biased, defamatory, disputed or later retracted. Severity, credibility and category indicators are automated aids only. Customer must assess the reliability of each article and must not rely on adverse media alone to make a decision about a person. Nex does not verify or endorse any article, and copyright in articles remains with their publishers. Customer may view article excerpts and links within the Services for its screening purposes only.

S2.8 Politically exposed persons. PEP classifications, positions, relationships and close associations are based on available public information and Nex's methodology, which may differ from the definitions in Customer's applicable law. Customer remains responsible for determining whether a person is a PEP, family member or close associate for the purposes of its obligations.

S2.9 Internal lists. Customer is solely responsible for the content, accuracy, legal basis and fairness of any internal list or watchlist it creates in the Services, including the reasons, sources and evidence recorded against any subject, and for ensuring that adding a person to an internal list complies with Data Protection Laws and does not defame or discriminate against that person.

S2.10 Disputes and corrections by listed persons. If a person contacts Customer to dispute information in Nex Data, Customer must refer the person to Nex at legal@nex.systems. Nex may, at its discretion, correct, annotate or remove information, but is not obliged to delete information that accurately reflects a published official source.

S2.11 Not a consumer reporting agency. Nex is not a "consumer reporting agency", and Nex Data and screening results are not "consumer reports", as those terms are defined in the U.S. Fair Credit Reporting Act. Customer must not use Nex Screening for any purpose described in Section 6.2(11), and must comply with any equivalent restrictions under Applicable Law in other jurisdictions.

S2.12 Ownership and retention of results. Nex Data remains subject to Section 11.2. Customer may retain, within its own records, screening results and match evidence for its End Users as required by AML/CFT Laws and Sanctions Laws.

S2.13 Allegations, independent checks and non-disclosure. Adverse media, enforcement and similar records may contain allegations that have not been proven, and Customer must treat any allegation as unproven and denied unless and until it is established by a final decision of a competent authority. Customer must not rely solely on Nex Data to make any decision about a person or entity, and must make its own independent checks before acting. Except where Applicable Law requires disclosure, Customer must not: (a) disclose to any screened person or entity, or to any third party, the content of Nex Data or the fact that a particular record was returned by the Services; (b) provide copies or extracts of Nex Data profiles to any screened person or entity; or (c) identify Nex or its data sources to any screened person or entity as the basis of a decision. This Section does not prevent Customer from disclosing information to its regulators, auditors, financial intelligence unit or law-enforcement authorities, or from referring a person under Section S2.10.

Schedule 3: Nex AML

S3.1 Description. Nex AML enables Customer to perform customer risk assessment, enterprise-wide risk assessment ("EWRA"), transaction monitoring, alert handling, investigations and case management, network analysis, governance workflows, audit trails and the preparation of regulatory reports, and includes access to Elodie as described in Schedule 4.

S3.2 Risk methodologies. Nex AML provides configurable risk factors, pillars, weights, scales, thresholds, control-testing frameworks and appetite settings. Any default methodology, sample risk library, typology, scenario or template supplied by Nex is illustrative only. Customer is solely responsible for designing, approving, documenting, validating and periodically reviewing its customer risk methodology and its EWRA methodology, and for ensuring they meet the requirements of Customer's regulators and AML/CFT Laws.

S3.3 EWRA outputs. EWRA outputs, including inherent risk, control effectiveness, residual risk and appetite comparisons, are calculated from Customer Data and Customer's configuration and approvals. They do not constitute an independent risk assessment, audit or assurance by Nex. Customer's board, senior management and compliance function remain responsible for approving, challenging and acting on the EWRA.

S3.4 Transaction monitoring rules. Customer is solely responsible for selecting, configuring, testing, tuning, approving and documenting monitoring rules, scenarios, thresholds, look-back periods and segmentation, and for the coverage of its monitoring program against its risks. Features that allow Customer to test a rule against historical data are aids only and do not guarantee the rule's effectiveness in production. Nex is not responsible for any unusual or suspicious activity that is not detected, or for any volume of alerts generated, as a result of Customer's rules or data.

S3.5 Data feeds. The quality and completeness of transaction monitoring, risk scoring and investigations depend on the data Customer supplies. Customer is responsible for the completeness, accuracy, timeliness, format and mapping of all customer, account, product, channel, location and transaction data fed into Nex AML, and for reconciling data feeds against its source systems.

S3.6 Alerts, cases and decisions. Alerts, priorities, network links, risk ratings, summaries and recommendations are indicators to support Customer's investigators. Every decision to close, escalate, approve, exit, restrict, freeze, file or not file is a decision of Customer, to be made by Customer's authorized personnel in accordance with Section 5.4.

S3.7 Regulatory reporting. Nex AML may assist Customer to prepare suspicious transaction reports, suspicious activity reports, threshold reports and other regulatory reports, including in goAML-compatible or other structured formats. Customer acknowledges that: (a) Customer alone decides whether a report is required, its content and its timing; (b) Customer is responsible for reviewing, correcting, approving, signing and submitting every report through the channels required by its financial intelligence unit or regulator, and for meeting all filing deadlines; (c) format validation, schema checks, reason-code suggestions and readiness indicators are aids only, and reporting authorities may change their requirements without notice; (d) Nex does not, and will not, file, submit, transmit or sign any report on Customer's behalf, act as Customer's reporting entity, compliance officer or agent before any financial intelligence unit or regulator, or register with any reporting portal for Customer; Customer files every report itself, directly through the channels required by the relevant authority, and must not share its reporting-portal credentials with Nex; and (e) Nex is not liable for any rejected, late, incomplete or inaccurate report, or for any failure to report.

S3.8 Confidentiality of suspicion. Customer is responsible for configuring access permissions in Nex AML so that information about suspicions, investigations and reports is visible only to personnel who are authorized to see it, and for complying with all tipping-off and confidentiality obligations under AML/CFT Laws.

S3.9 Audit trail. Nex AML records user actions and system events to support traceability. Customer is responsible for exporting and retaining any records it is required to keep for the periods required by Applicable Law. The audit trail is a record of activity within the Services and is not a substitute for Customer's own governance, record-keeping and evidence of decision-making.

S3.10 Legal holds and erasure. Where Nex AML offers legal-hold, merge or erasure functions, Customer is solely responsible for their use, including ensuring that records are not erased while they are subject to a retention obligation, legal hold, investigation or regulatory request.

Schedule 4: Elodie and AI Features

S4.1 Description. Elodie is an AI assistant that can, within the permissions granted by Customer, read authorized records in the Services, answer questions, explain customer and risk context, summarize cases, cite underlying records, prepare draft narratives, questions, proposals and rule suggestions, and interact by text or voice. Other AI Features may be made available across the Services.

S4.2 AI assists; people decide. AI Features are designed to assist Customer's personnel. AI Output is a draft or suggestion only. Elodie does not approve, decline, close, file, sign or change records of consequence without an explicit action by an authorized Authorized User, and Customer must not configure or use any AI Feature to make decisions about End Users without human review in accordance with Section 5.4.

S4.3 Limitations of AI. Customer acknowledges that AI Features use probabilistic models that may generate output that is inaccurate, incomplete, outdated, inconsistent, biased, offensive or that appears plausible but is wrong (including fabricated facts or citations), and that AI Output may differ for the same or similar inputs. Customer must review all AI Output, verify it against the cited source records and Customer's own information, and is solely responsible for any use it makes of AI Output, including any narrative included in a regulatory report.

S4.4 Model providers and processing location. AI Features may be powered by models operated by Nex or by third-party model providers engaged as Sub-processors. Where the Services allow, Customer may select the region in which AI processing takes place. Nex may change model providers, models and versions at any time, subject to the Data Processing Agreement.

S4.5 No training on Customer Data. Section 8.10 applies. Nex does not permit its third-party model providers to use Customer Data or AI Output to train their models, and engages them on terms that prohibit such use.

S4.6 Inputs and permissions. Elodie operates within the permissions of the Authorized User who uses it. Customer is responsible for configuring permissions so that Elodie and its users can access only the records they are authorized to see, and for the content of any prompt, question, voice instruction or file submitted to an AI Feature.

S4.7 Voice interaction. Where Customer enables voice interaction, audio may be transcribed and processed to perform the request. Customer is responsible for informing Authorized Users that voice input is processed and for using voice features only in appropriate environments. Nex does not use voice input to create voice prints or to identify speakers.

S4.8 Restrictions. Customer must not: (a) use AI Features to generate content that is unlawful, defamatory, discriminatory or misleading; (b) attempt to extract system prompts, model parameters or other users' data, or to manipulate an AI Feature through prompt injection or jailbreaking; (c) represent AI Output as human-generated where disclosure is required by Applicable Law; or (d) use AI Features for any practice prohibited by the EU Artificial Intelligence Act or similar laws.

S4.9 Ownership of AI Output. Section 11.3 applies to AI Output generated for Customer. Due to the nature of AI, similar output may be generated for other customers, and Nex does not warrant that AI Output is unique or protected by Intellectual Property Rights.

S4.10 Regulatory transparency. Nex will make reasonable information about the AI Features available in the Documentation and the Trust Centre to help Customer meet any transparency, explainability, model-governance or AI-regulation requirements that apply to Customer. Customer remains responsible for its own AI governance, model-risk management and regulatory disclosures.

S4.11 Disabling AI Features. Customer may disable AI Features, or limit how much Elodie does, through the settings made available in the Services. Disabling AI Features does not entitle Customer to any reduction in Fees unless an Order Form states otherwise.

S4.12 AI and machine learning are supportive tools only. All AI Features and all machine-learning components of the Services, including name-matching and fuzzy-matching models, document-authenticity, face-comparison and liveness models, risk-scoring and alert-prioritization models, adverse-media classification and Elodie, are supportive tools designed to assist Customer's trained personnel. They are not, and must not be treated or relied on as: (a) a decision-maker or a substitute for human judgment; (b) legal, regulatory, compliance or professional advice; (c) a determination of any person's identity, guilt, risk, status or intent; (d) evidence of compliance with any law or regulatory expectation; or (e) a replacement for Customer's own policies, procedures, controls and independent testing. Nex invests substantial effort in designing, training, testing, validating and monitoring these models, using diverse data and quality controls. Despite those efforts, and like all AI and machine-learning technology, they are probabilistic, can make errors, may perform differently across populations, documents, languages and data conditions, may change in behavior when models are updated, and cannot be guaranteed to be one hundred percent (100%) accurate, complete, unbiased or reliable at any time. Customer remains solely responsible for reviewing every output and for every decision it makes.

Schedule 5: APIs, Integrations and Developer Terms

S5.1 API access. Nex grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable right to use the APIs, software development kits, sample code and hosted verification links made available by Nex (together, the "Developer Tools") solely to integrate the purchased Services with Customer's own applications and systems, in accordance with the Documentation.

S5.2 API keys. API keys and other credentials are Customer's Confidential Information and are subject to Section 3.4. Customer must store keys securely on its servers, never embed secret keys in client-side code or mobile applications, use scoped keys with the minimum permissions required, rotate keys periodically and immediately revoke any key that is or may be compromised. All requests made with Customer's keys are deemed to be made by Customer.

S5.3 Rate limits and fair use. Customer must comply with the rate limits, quotas, payload limits and concurrency limits stated in the Documentation or Order Form. Customer must implement reasonable retry logic with back-off, use idempotency keys where supported and must not attempt to circumvent limits by using multiple accounts or keys.

S5.4 Webhooks. Where Customer receives webhooks, Customer is responsible for: (a) maintaining an endpoint that is secure and available; (b) verifying the signature of each webhook against the original request body before acting on it; (c) handling duplicate, delayed and out-of-order events using event identifiers and sequence numbers; and (d) reconciling events against the API where necessary. Nex does not guarantee delivery of any webhook and is not responsible for any consequence of an undelivered, delayed or unverified webhook.

S5.5 Versioning. Nex may release new versions of the APIs and Developer Tools. Section 4.5 governs the deprecation of API versions. Customer is responsible for updating its integration to supported versions.

S5.6 Sandbox and test environments. Sandbox, test and demonstration environments are Free Services, may be reset or deleted at any time, and must be used only with test data or synthetic data. Customer must not submit real personal data, real identity documents or real Biometric Data to any sandbox or test environment.

S5.7 Customer applications. Customer is solely responsible for its own applications, user interfaces, journeys and integrations built using the Developer Tools, including their security, availability, accessibility, legal compliance and support, and for any statement it makes to End Users about the verification or screening process.

S5.8 Connectors and custom integrations. Connectors to Customer Integrations, including core banking systems, identity providers, data warehouses, message queues, security information and event management tools, CRM systems and reporting standards, are made available as described in the Documentation or as agreed in an Order Form. References to third-party products indicate technical compatibility only and do not imply endorsement by or partnership with their owners. Custom connectors built by Nex for Customer are professional services under Section 4.9.

S5.9 Attribution and branding. Customer must not remove any attribution, notice or branding that Nex requires in hosted flows, except where white-label configuration is included in Customer's Order Form.

Schedule 6: Nex 360 Bundle and Future Products

S6.1 Composition. Nex 360 is a bundled subscription that includes Nex eKYC, Nex Screening and Nex AML (including EWRA and Elodie), at the volumes, seats and features stated in the Order Form. Schedules 1 to 5 apply to Customer's use of each component of Nex 360.

S6.2 Bundle pricing. Nex 360 Fees are offered as a bundle. Customer may not terminate, reduce or downgrade an individual component of Nex 360 during a Subscription Term, and no component has a separate refund value. Unused volumes in one component may not be transferred to another component unless the Order Form expressly provides a shared volume pool.

S6.3 Changes to bundle composition. Nex may add components or features to Nex 360 at any time. Section 4.4 applies to any modification of included components.

S6.4 Future products. Nex may launch additional products or services under the Nex Systems brand. Unless a new product is subject to its own Product Schedule published at nex.systems/legal, Part A and the most closely related Product Schedule apply to it. When Nex publishes a Product Schedule for a new product, that Product Schedule applies from the moment Customer first uses that product.

PART C: PROGRAM TERMS

C1. Free Trials and Pilots

C1.1 Scope. Nex may, at its discretion, offer Customer a free trial or pilot of one or more Services for the period, volumes and scope stated in Nex's written confirmation or the applicable Order Form (a "Pilot"). If no period is stated, a Pilot lasts thirty (30) days.

C1.2 Terms. A Pilot is a Free Service. Part A applies to the Pilot, subject to this Part C. Nex may change, suspend or end any Pilot at any time, with or without notice. Unless Customer purchases a subscription before the Pilot ends, all Customer Data entered during the Pilot may be permanently deleted thirty (30) days after the Pilot ends.

C1.3 Pilot use. Customer must use a Pilot only to evaluate the Services. Where Customer processes real End User data during a Pilot, Customer remains fully responsible for its obligations under Section 5 and Schedule 1, and the Data Processing Agreement applies. Customer must not rely on a Pilot as its sole means of meeting any regulatory obligation.

C1.4 Conversion. If Customer purchases a subscription, any Customer Data and configuration created during the Pilot may, at Nex's discretion, be carried over to the paid subscription.

C2. Beta Services

C2.1 Nex may make Beta Services available, including features marked "Soon", "Preview" or "Beta". Beta Services are Free Services, are provided for evaluation only, may be incomplete, may contain errors, may not be supported, may be changed or discontinued at any time without notice and may never become generally available. Beta Services are excluded from the Limited Warranty, the Service Level Agreement and Nex's indemnification obligations. Customer's use of Beta Services is at its sole risk. Information about Beta Services is Nex's Confidential Information.

C3. Government & NPO Program

C3.1 Eligibility. Under its social responsibility program, Nex may, at its sole discretion, provide the Services at no subscription Fee to eligible government entities and registered non-profit organizations (the "Government & NPO Program"). Eligible organizations are ministries, departments, public agencies, regulators and other public-sector bodies, and registered charities, foundations, public-serving associations and non-governmental organizations. Commercial companies, including state-owned enterprises operating commercially, are not eligible.

C3.2 Application and review. Applicants must submit an application with evidence of their public or registered non-profit status and any other information Nex requests. Nex decides eligibility in its sole discretion, and its decision is final. Nex may refuse an application without giving reasons.

C3.3 Scope. The products, number of users, volumes, features, support level and duration of access are agreed in writing before access begins. Usage beyond the agreed scope may be charged at Nex's then-current rates, or suspended.

C3.4 Conditions. Participants must sign the Data Processing Agreement, comply with these Terms and use the Services only for their public-interest or charitable purposes. Participants may not resell or provide the Services to commercial entities. Nex may publicly acknowledge a participant as a program member unless the participant opts out in writing.

C3.5 Changes and termination. Nex may modify or end the Government & NPO Program, or any participant's access, at any time by giving at least sixty (60) days' notice, or immediately if the participant ceases to be eligible or breaches these Terms. Section 15.3 applies to services provided under the Government & NPO Program. The same security measures apply to program participants as to paying customers.

C4. Free Tools

C4.1 Description. Nex may make free tools available on its website, including free sanctions search, free PEP search and free passport machine-readable-zone checks ("Free Tools"). Free Tools are Free Services and may be used by any visitor, subject to this Part C and Nex's Website Use Policy published at nex.systems/legal.

C4.2 Limited functionality. Free Tools offer limited functionality, data coverage and frequency of updates compared with the paid Services, accept typed data entry only and do not support document uploads. Nex may limit, throttle, change or withdraw Free Tools at any time.

C4.3 No reliance. Results from Free Tools are provided for general information only. They are not screening, verification, legal or compliance advice, are not a substitute for a full compliance check, and must not be relied upon to make any decision about any person, transaction or relationship, or as evidence of compliance with any law. A "no match" result does not mean that a person or entity is not a Restricted Party or a politically exposed person. A passport check result does not mean that a document is genuine or valid.

C4.4 Acceptable use. Users of Free Tools must not: (a) submit personal data about any individual without a lawful basis; (b) use automated means to query Free Tools or extract data; (c) use Free Tools for commercial screening on behalf of third parties; or (d) use Free Tools for any purpose prohibited by Section 6. Nex may block any user or IP address that breaches this Section.

C4.5 Liability. FREE TOOLS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEX HAS NO LIABILITY FOR ANY USE OF, OR RELIANCE ON, FREE TOOLS, AND IN ANY CASE NEX'S TOTAL LIABILITY IS LIMITED AS STATED IN SECTION 15.3.

End of Nex Systems Terms of Service.