Customer Product Terms

Definitions Customer or you means the individual or entity purchasing, accessing, or using a Nexus product or service. Licensed User means the single named individual designated by Customer to use a skill, bundle, subscription license, or agent license under these Terms. Skill means a production-ready AI workflow package, prompt package, instruction package, or similar workflow asset sold by Nexus as an individual product or as part of a bundle or subscription. Bundle means a curated collection of skills or related workflow assets sold together as a single product. Pro Subscription means an annual subscription providing access to the Nexus skill catalog, catalog updates, and new skill releases made available during the active subscription term. Self-Hosted Agent means an agent product delivered as a deployable package for operation within Customer's own infrastructure or environment. Hosted Agent means an agent product operated by or on behalf of Nexus on managed infrastructure and made available to Customer as a hosted or managed service. Output means any content, report, analysis, recommendation, code, summary, plan, or other material generated by Customer through use of Nexus products or through Customer's chosen AI tools using Nexus products. Accessed or Installed means any affirmative act by the Licensed User to retrieve, download, install, activate, or otherwise obtain a skill or skill version from Nexus during an active subscription term. Material Change means a modification to these Terms that materially affects pricing, license scope, refund terms, data handling, dispute resolution, or Customer rights.

License Grants

Individual Skill and Bundle License Nexus grants Customer a non-exclusive, non-transferable, limited license for a single Licensed User to use each purchased skill solely for: - the Licensed User's internal business purposes; and - producing work product or deliverables for the Licensed User's own clients, provided that the skill itself is not redistributed, sublicensed, hosted for, operated by, or made directly available to those clients. Each bundle purchase grants the same license for each individual skill included in the bundle. Purchasing a bundle does not grant any broader rights than purchasing the included skills individually.

Pro Subscription License During an active Pro Subscription term, Nexus grants Customer a non-exclusive, non-transferable license for a single Licensed User to access, install, and use: - skills currently available in the Nexus catalog; - updates to existing skills released during the active term; and - new skills or skill drops added to the catalog during the active term. When a Pro Subscription expires or is cancelled without termination for cause, the Licensed User retains a perpetual, non-exclusive, limited license to use only those skill versions that were Accessed or Installed during the active subscription term. After expiration, Customer may not access new skills, new versions, future updates, or additional downloads without an active subscription. Perpetual license rights apply only to skill versions as they existed at the time of access or installation. Nexus does not guarantee ongoing availability, compatibility, or functionality of perpetually licensed skill versions as AI platforms, model APIs, product dependencies, or underlying technologies evolve.

Self-Hosted Agent License Nexus grants Customer a non-exclusive, non-transferable license for a single Licensed User to deploy and operate the purchased self-hosted agent within Customer's own infrastructure. Unless otherwise stated at purchase, selfhosted agent licenses are perpetual for the version delivered at purchase, subject to these Terms and the Acceptable Use Policy. Customer is responsible for its own infrastructure, environment, API keys, model-provider accounts, data security, access controls, backups, configuration, and operation of self-hosted agents. Nexus provides no hosting, uptime guarantee, backup obligation, or managed data-service obligation for self-hosted deployments unless separately agreed in writing.

Hosted Agent License For hosted agents, Nexus grants Customer a limited, non-exclusive, non-transferable right to access and use the hosted agent during the applicable subscription or service term. Hosted agents may be subject to usage limits, plan limits, uptime terms, support terms, and product-specific documentation made available at purchase or in the applicable order flow. Hosted agent access ends when the applicable subscription, service term, or account access ends, unless otherwise agreed in writing.

User and Seat Rules Each license is granted to a single named Licensed User unless the applicable order or plan expressly states otherwise. Simultaneous use by multiple individuals under one single-user license is not permitted. Customer may reassign a license to a different employee or contractor within the same organization upon departure, role change, or operational need, provided that: - only one individual uses the license at a time; - the prior Licensed User's access is terminated before reassignment; and - the new Licensed User complies with these Terms. Licenses may not be transferred outside Customer's organization without Nexus's prior written consent.

Permitted Use Customer may use Nexus products to: - support internal business operations and workflows; - research, analyze, draft, summarize, organize, and improve work product; - produce reports, analyses, content, or deliverables for Customer's own clients; and - support professional services work, provided Customer applies appropriate human review and does not provide regulated advice unless Customer is independently authorized to do so. Customer may not allow any third party, including clients, partners, affiliates, or end customers, to directly access, operate, download, or use Nexus products unless the applicable license expressly permits that use.

Restrictions and Prohibited Use Customer shall not, directly or indirectly:

License and Distribution Violations - resell, redistribute, sublicense, transfer, publish, or make available any Nexus skill, agent, workflow package, prompt package, product file, or underlying product content as a standalone product; - white-label, rebrand, or present any Nexus product as Customer's own proprietary product; - make Nexus products available through a hosted service, marketplace, repository, public download, shared drive, or client-facing tool without Nexus's written consent; - circumvent, disable, or interfere with license controls, access restrictions, watermarking, authentication, or usage controls; or - reverse engineer, decompile, disassemble, or attempt to extract the underlying prompts, logic, model instructions, architecture, or technical implementation of any Nexus product.

AI Training and Competitive Use Customer may not train, fine-tune, develop, benchmark, evaluate, or improve any AI model, AI product, competing workflow library, competing agent product, or competing marketplace using Nexus content, product files, prompts, instructions, Outputs, platform data, or product architecture without Nexus's prior written consent.

High-Risk Uses Customer may not use Nexus products or Outputs as a substitute for: - professional legal advice; - medical diagnosis, treatment, or clinical advice; - regulated financial, investment, tax, accounting, or insurance advice; - safety-critical engineering or operational decisions; or - human review required for employment, credit, lending, housing, insurance, education, public-benefits, or other consequential decisions about individuals. Customer is solely responsible for ensuring appropriate human review, validation, and compliance before using Outputs for any business, professional, regulated, or consequential purpose.

Platform Misuse and Security Abuse Customer may not use Nexus products to: - infringe or misappropriate third-party intellectual property rights; - generate, distribute, or amplify disinformation, synthetic media, or misleading content intended to deceive at scale; - conduct unauthorized surveillance, profiling, scraping, or monitoring of individuals; - create, facilitate, or deploy malware, credential theft, phishing, exploit code, or unauthorized access tools; - abuse checkout, billing, refunds, promotions, subscriptions, or account systems; or - violate applicable law, including export control, sanctions, data-protection, privacy, consumer-protection, antidiscrimination, and intellectual-property laws.

Intellectual Property

Nexus Ownership Nexus and its licensors retain all right, title, and interest in and to Nexus products, skills, agents, prompt packages, workflow structures, frameworks, documentation, product files, certification methods, platform technology, templates, adapters, and all related intellectual property. No ownership rights are transferred to Customer. Customer receives only the limited license rights expressly stated in these Terms.

Customer Output Ownership As between Nexus and Customer, Customer owns Customer-generated Outputs, subject to Customer's compliance with these Terms and any third-party platform or model-provider terms. Nexus makes no claim of ownership in Customer-generated Outputs.

De-Identified and Aggregated Data Customer grants Nexus a limited, non-exclusive, royalty-free license to use de-identified and aggregated data derived from Customer's use of Nexus products solely for internal product improvement, quality assurance, reliability, benchmarking, catalog analytics, and development. Nexus will not use individually identifiable Customer data or client data for this purpose and will not sell individual Customer Output data.

Pricing, Payment, Taxes, and Renewals Prices, plan descriptions, discounts, promotions, and applicable fees are shown at checkout or in the applicable order flow. Unless otherwise stated, fees are due at the time of purchase. Amounts shown may exclude applicable sales, use, value-added, or similar taxes. Nexus may calculate and collect applicable taxes at checkout based on billing information, customer location, product classification, and applicable law. Pro Subscriptions are billed annually unless otherwise stated. Subscriptions automatically renew at the end of each annual term unless cancelled before renewal. Nexus will provide renewal notices where required by law or stated in the applicable subscription terms. Customers who maintain an uninterrupted Pro Subscription may retain their applicable renewal pricing if such pricing is offered as part of the purchase or promotion. Customers who allow a subscription to lapse may be subject to then-current pricing if they later resubscribe. Customer may cancel auto-renewal before the renewal date. Cancellation takes effect at the end of the then-current billing period, and access continues through the end of the paid term.

Refund Policy All sales are final unless otherwise required by law or expressly stated at checkout. Nexus products are digital goods and services that may be delivered, downloaded, accessed, or activated immediately after purchase. Nexus does not provide refunds for change of mind, buyer's remorse, failure to review product descriptions, inability to integrate with Customer's preferred environment, or changes in Customer's business needs. If Nexus verifies a material technical defect that prevents use of the purchased product and Nexus is unable to resolve it within a commercially reasonable time, Nexus may, in its discretion, provide a replacement, credit, partial refund, or full refund. This does not create a general refund obligation.

AI Output Disclaimer Nexus products may help Customer generate AI-assisted Outputs using Customer's chosen AI tools, model providers, runtime environments, or hosted Nexus services. Outputs may be inaccurate, incomplete, outdated, inconsistent, or inappropriate for Customer's specific context. Nexus does not warrant the accuracy, completeness, reliability, legality, suitability, or fitness for purpose of any Output. Customer is solely responsible for reviewing, validating, verifying, and determining the appropriateness of all Outputs before use.

Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXUS PROVIDES PRODUCTS, SERVICES, DOCUMENTATION, OUTPUTS, DOWNLOADS, AND PLATFORM ACCESS ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NEXUS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPATIBILITY, AND UNINTERRUPTED AVAILABILITY.

Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXUS'S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS, PRODUCTS, SERVICES, OUTPUTS, OR CUSTOMER USE SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO NEXUS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEXUS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, SUBSTITUTE PRODUCTS OR SERVICES, OR DAMAGES ARISING FROM CUSTOMER RELIANCE ON AI-GENERATED OUTPUTS.

Indemnification Customer shall indemnify, defend, and hold harmless Nexus, ClearPointLogic LLC, and their officers, directors, employees, contractors, agents, affiliates, and licensors from and against claims, damages, losses, liabilities, costs, and expenses arising out of or relating to: - Customer's use or misuse of Nexus products; - Customer's violation of these Terms or the Acceptable Use Policy; - Customer's violation of applicable law or third-party rights; - Customer's Outputs or use of Outputs; or - Customer's data, instructions, configurations, or deployment environment.

Certification and Product Quality Statements "Nexus Certified" and similar statements refer to Nexus's internal product review, testing, quality, compatibility, and security-screening processes. They do not constitute a third-party certification, professional certification, regulatory approval, warranty, guarantee, or assurance that a product is error-free, legally compliant for Customer's use case, or suitable for any specific regulated purpose.

Privacy and Data Handling Nexus handles personal information as described in the ClearPoint Nexus Privacy Policy. Customer is responsible for ensuring that Customer's use of Nexus products complies with applicable privacy, confidentiality, data-protection, and professional obligations. For self-hosted deployments, Customer is responsible for its own data environment, security, model-provider configuration, access controls, retention, and compliance. For hosted services, Nexus processes data as needed to provide, secure, support, and improve the service, subject to the Privacy Policy and applicable product terms.

Suspension and Termination Nexus may suspend or terminate access to products, services, accounts, subscriptions, or license rights if Customer violates these Terms, the Acceptable Use Policy, payment obligations, security requirements, or applicable law. Upon termination for cause, Customer must stop using Nexus products and delete or cease access to any products for which license rights have terminated. Termination does not limit Nexus's ability to seek injunctive relief or other remedies for intellectual-property, confidentiality, security, or payment violations.

Changes to Terms Nexus may update these Terms from time to time. Material Changes will be communicated with reasonable advance notice where required by law or stated in the applicable account terms. Non-material changes may be posted to the website with an updated effective date. Continued use of Nexus products after the effective date of updated Terms constitutes acceptance of the updated Terms.

Governing Law and Disputes These Terms are governed by the laws of the State of Tennessee and applicable United States federal law, without regard to conflict-of-law principles. Before initiating formal proceedings, the parties will attempt in good faith to resolve disputes through informal discussion. Either party may seek injunctive or equitable relief for intellectual-property misuse, unauthorized distribution, security abuse, or confidentiality violations. Any dispute not resolved informally shall be brought in the state or federal courts located in Tennessee, unless applicable law requires a different forum.

General Terms If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in effect. Failure to enforce a provision does not waive the right to enforce it later. Customer may not assign these Terms without Nexus's prior written consent. Nexus may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets. These Terms, together with the Acceptable Use Policy, AI Use and Output Disclosure, Privacy Policy, product descriptions, and any applicable order or addendum, constitute the entire agreement between the parties regarding Nexus products and services.

Contact ClearPointLogic LLC d/b/a ClearPoint Nexus Tennessee, United States Email: [email protected]