Nexus Laboratories, Inc. (“Nexus”) provides a service that allows a user (“you”) to contribute the compute power of your machine to generate zero-knowledge proofs (the “Services”). The Services can be accessed by either visiting app.nexus.xyz, or by downloading and running a command line interface (“CLI”) client that connects to the Services. These Terms of Use (these “Terms”) govern your access to and use of pre-release beta and testnet versions of the Services (the “Testnet”). By accessing, using, and/or downloading any part of the Services, you signify that you have read, understand and agree to be bound by these Terms. We reserve the right, at our discretion, to change, modify, add, or delete portions of these Terms at any time. If you do not agree to abide by these Terms, including any future amendments, you may not download or use (or continue to use) the Services.

1. BACKGROUND. You acknowledge that you are receiving a pre-release beta and testnet versions of the Services and that Nexus has not yet completed quality assurance testing of the Services. For more information on the Services, read the Nexus Network FAQ.

2. ELIGIBILITY. By using the Services, you agree that the Services may collect Telemetry Data and/or utilize cookies to remember that you have previously accepted these Terms, and you represent and warrant that if you provide your email address to us, that it is valid and accurate; and that your use of the Services does not violate any of your legal or contractual obligations.

3. NEX POINTS. NEX Points are ERC-20 tokens issued on the testnet version of the Services. They are intended for testing purposes and tracking contributions to the Nexus Network and other activities related to the project. NEX Points have no monetary significance, do not represent any form of currency or tangible assets, and cannot be sold, traded, or exchanged for any currency or financial benefit. Specific functionality and utility of NEX Points within the Testnet may be modified, expanded or limited during the Testnet and may or may not be indicative of future functionality and utility of the Services. Participation in the NEX Points program does not entitle users to any future rewards, tokens, or incentives beyond what is explicitly stated by Nexus. Any references to potential future uses, including airdrops or rewards, are purely illustrative and subject to change at Nexus’ discretion. Users should be cautious of scams or third parties falsely claiming to offer NEX Points. Official information about NEX Points is available through Nexus’ official channels, including the Nexus website and social media sites. By participating in the NEX Points program, you acknowledge and agree that Nexus is not responsible for any unauthorized use, fraud, or misrepresentation related to NEX Points.  Should the Testnet be discontinued or terminated (which may be done by Nexus at any time and in its sole discretion), you agree and acknowledge that any NEX Points you have accumulated may be removed and/or erased.  Your access to the Testnet and the Services may be terminated and any NEX Points you have accrued may be removed and/or erased upon our determination, in our sole discretion, that you are attempting to transfer or sell NEX Points or if you are using NEX Points other than in compliance with these Terms.

4. TELEMETRY DATA. As part of the Services, Nexus may collect and track the usage, geolocation, bandwidth, clock speed, hash rate, throughput, error logs, and/or other measurements of your machine (collectively, “Telemetry Data”). You agree that Nexus may use the Telemetry Data for any lawful purpose, e.g., to assist with the necessary operation, function, and improvement of the Services, and for research and development. Telemetry Data will be owned by Nexus.5. DATA RETENTION: We maintain Telemetry Data during Beta phases for testing and quality assurance purposes.

5. DATA PRIVACY. If you provide your wallet address to us, it may appear in public tables of proving activity, and we may send tokens to that address. Your computer is assigned a unique identifier that is used to identify it on subsequent sessions. This identifier is stored using your web browser or the ~/.nexus folder in the case of CLI. The Services may also use cookies as part of analytics captured during use. You can use cookie tools in your browser to block or reset cookies, and use of incognito or private mode will purge site data automatically at the end of your browsing session to enable anonymous use of the Services. Separately, if you provide your email address to us, we do not combine it nor store it with Services and Telemetry Data. If we do contact you via email, then we do so because you requested an email verification code or selected the opt-in flag to receive updates from Nexus and in accordance with applicable laws and regulations governing the processing of such information. We may embed pixels from advertising or social media platforms in our websites. This data helps us analyze website traffic from paid advertisements on X and Meta. For more details on how these third parties handle your data, please refer to their respective privacy policies.

6. DATA RETENTION: We maintain Telemetry Data during beta and testnet phases for testing and quality assurance purposes.

7. UPDATES. You understand that the Services are evolving, and that Nexus may require you to accept updates to the Services, without your consent and without advance notice to you. 

8. FEES. Nexus currently makes the Services available to you without charge, but retains the right to charge for the Service in the future, after providing you with notice of such fees. 

9. NEXUS COMMUNICATIONS. By agreeing to these Terms, you agree to receive digital communications from us. Communications from us may include but are not limited to: operational communications concerning your use of the Services, updates concerning new and existing features on the Services, and news concerning Nexus. 

10. FEEDBACK. If you provide Nexus with any comments, questions, suggestions, information about operating results, known or suspected bugs, errors, compatibility problems, user-desired features, or other feedback (collectively, “Feedback”), Nexus shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Nexus will treat any Feedback you provide to Nexus as non-confidential and non-proprietary. 

11. OWNERSHIP AND LICENSE. You acknowledge that (i) the software, code, proprietary methods, and systems used to provide the Services, (ii) the Feedback, and (iii) the zero knowledge proofs processed by your machine during your use of the Services, and (iv) the Telemetry Data (“Nexus Technology”) are owned by Nexus or its licensors and protected under the intellectual property laws of the United States and other countries. You hereby assign to Nexus all of your right, title and interest, if any, including all intellectual property rights, in and to the Nexus Technology. With the exception of code licensed to you by Nexus under separate open source license(s), Nexus Technology may not be copied, modified, distributed or otherwise used by you other than as permitted in these Terms or as licensed to you separately by Nexus. Subject to these Terms, Nexus grants to you a royalty-free, nonexclusive, non-transferable, use license to use, display, execute, and perform the Services for your own internal, non-commercial purposes. You will not (a) reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Services (or any related documentation) in any form; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Services; (c) remove, alter, or obscure any proprietary notices or labels in the Services; (d) assign, share, timeshare, sell, rent, lease, sublicense, distribute, grant a security interest in, or otherwise transfer the Services.  The Services are for your personal use only and may not be used to provide any services to any third party. You will use the Services in a manner consistent with all applicable laws and regulations.

12. USER CONDUCT.  You agree that you are solely responsible for your conduct in connection with the Services and the Testnet. You agree not to (a) infringe or violate any copyrights, trademarks, patents, or any other intellectual property rights; (b) promote or facilitate illegal activity; (c) compromise the security or functioning of computers, servers, or networks through malicious software or denial of service attacks; (d) uploading or transmit viruses, worms, trojan horses, time bombs, cancel bots, spiders, malware or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services; (e) engage in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract or the Services, except when conducted solely for the purpose of identifying and reporting vulnerabilities, weaknesses, or potential threats within the Services, and only within the predefined boundaries and limitations of the Services; (f) provide false or misleading information to defraud us or others, or engage in any deceptive practices; (g) use data mining, scraping, or similar methods to extract information from the Services; (h) attempt to bypass sanctions or export controls imposed on you or your location; (i) access or use the Services to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments; (j) rely on the Services for unauthorized financial or legal decisions, engage in fraudulent activities, or violate any applicable laws or regulations; or (k) transfer, sell or otherwise attempt to monetize NEX Points or any interest with respect to your NEX Points.

13. NO IMPLIED LICENSE. No license or other rights of any kind are granted or conveyed except for the limited internal license expressly provided herein. 

14. TERM; TERMINATION. These Terms commence on the earlier of the date you first used the Services and the date you accepted them (as described above), and remain in effect while you use the Services, unless terminated earlier in accordance with these Terms. Nexus reserves the right to change or discontinue the Services (or any feature thereof) at any time, with or without notice. Nexus may terminate your license to use the Services for any reason or no reason, without giving you notice. You agree that Nexus will have no liability to you for any termination, modification or suspension of your license to use the Services including with respect to any NEX Points. In the event of expiration or termination of your license, those sections of these Terms that by their nature are intended by the parties to survive, including but not limited to Section 4, 10, 11 (exclusive of the license granted therein), 12  through 16 shall survive and continue in effect to the extent necessary to protect the rights of the parties.

15. DISCLAIMER OF WARRANTIES AND CONDITIONS. YOU ACKNOWLEDGE THAT THE SERVICES ARE PRE-PRODUCTION AND HAVE NOT BEEN COMPLETELY TESTED IN ALL SITUATIONS. NEXUS IS PROVIDING THE SERVICES ON AN “AS IS” BASIS FOR USE BY YOU AT YOUR OWN RISK. NEXUS DISCLAIMS ALL WARRANTIES AND CONDITIONS REGARDING THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE AND UNDERSTAND THAT THE SERVICES USE HIGH COMPUTING POWER AND MAY HAVE A LARGE POWER DRAIN. THE SERVICES MAY DAMAGE COMPONENTS OF YOUR MACHINE AND YOU AGREE THAT NEXUS SHALL NOT BE LIABLE FOR ANY SUCH DAMAGE. YOU USE THE SERVICES AT YOUR OWN RISK. 

16. LIMITATION OF LIABILITY. TO THE FULL EXTENT PERMITTED BY LAW, YOU AGREE THAT NEXUS SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU OR TO ANY THIRD PARTIES CAUSED ARISING OUT OF THESE TERMS OR YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION BY FAILURE OF THE SERVICES TO FUNCTION, OR ANY BODILY OR PROPERTY INJURY CAUSED BY THE SERVICES. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEXUS BE LIABLE FOR ANY PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, IN CONNECTION WITH THE USE OF THE SERVICES OR IN CONNECTION WITH ANY OTHER CLAIM ARISING FROM THESE TERMS, EVEN IF NEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEXUS’S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER THESE TERMS, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

17. GENERAL PROVISIONS.

17.1. Governing Law. These Terms are governed by the laws of the State of California, without giving effect to any conflict of laws principles. You submit to the personal jurisdiction of the courts located in San Francisco, California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, Nexus may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17.2. Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

17.3. No Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Nexus’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. These Terms shall be binding upon permitted assignees.

17.4 Injunctive Relief. You acknowledge that any breach of these Terms by you would cause irreparable injury to Nexus for which monetary damages would not be an adequate remedy and, therefore, and will entitle Nexus to seek injunctive relief (including specific performance). The rights and remedies provided to each party are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

17.5 Waiver. Any waiver or failure to enforce any provision in these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.6 Export. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Nexus, or any products utilizing such data, in violation of the United States export laws or regulations.

17.7 Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.

Version: February 10, 2025