User Agreement

1. Preliminary Provisions

These Terms govern your access to and use of the software and digital services provided by NEXUS AI and, where a Technology Certificate is used in connection with those Services, your acquisition of that Technology Certificate from Glacio Ltd (“Glacio”) on behalf of NEXUS AI in accordance with Clause 3. NEXUS AI provides encrypted Vaults and related software and digital services. Technology Certificates used in connection with those Services are created, issued and sold by Glacio and are not issued or sold by NEXUS AI. The Services are software and digital content/services only and do not constitute banking, payment, investment, e-money, legal, medical, tax, financial or other regulated professional services. By acquiring a Technology Certificate and accessing the Services, you agree to these Terms.

The Services are provided and operated by Lira Entertainment Limited, a limited liability company registered in Malta under company registration number C 116559, with its registered office at Is-Sienja P/H6, Triq San Frangisk, Mgarr, MGR 1211, Malta.

2. Interpretation

Capitalised terms have the meanings set out in Schedule 1.

3. Technology Certificates

Where a Technology Certificate is used in connection with the Services, NEXUS AI acts as the principal buyer of the Technology Certificate from Glacio.

Before each such purchase, NEXUS AI shall authorise and direct the User, pursuant to a transaction-specific mandate (the “Mandate”), to acquire and pay for the Technology Certificate from Glacio on NEXUS AI’s behalf. The User acts as NEXUS AI’s authorised agent or mandatary for that purpose and uses the User’s own funds to discharge NEXUS AI’s corresponding purchase-price obligation to Glacio.

Glacio is the seller and merchant of record for the Technology Certificate and is responsible for its creation, issuance, sale, verification, certification and evidencing of delivery.

Following valid delivery of the Technology Certificate, NEXUS AI remains solely responsible for providing or activating its own Services, including any Vault access, digital entitlement, token pack, credit or other feature made available by NEXUS AI.

The Technology Certificate is a standalone technology product with independent commercial value. It does not constitute a deposit, account-funding mechanism, payment instrument, electronic money, crypto-asset or substitute for the transfer of monetary value.

4. The Platform, Vaults and AI Services

NEXUS AI provides encrypted Vaults and AI assistant functionality through its Platform. Users may upload documents and information to their Vault. The AI Assistant uses such information to generate personalised responses. Users are solely responsible for uploaded content and for reviewing any AI-generated output before relying on it.

5. AI Output Disclaimer

AI-generated content may be inaccurate, incomplete or outdated. Outputs are provided for informational purposes only and do not constitute legal, medical, tax, financial or professional advice.

6. Security

Access to Vaults is controlled through Technology Certificates, authentication credentials and security controls. NEXUS AI employs commercially reasonable security measures but cannot guarantee absolute security.

7. User Representations and Warranties

You represent that information provided is accurate, that you have authority to upload any content submitted to the Platform, and that your use complies with applicable law.

8. Prohibited Jurisdictions

Users who are located in, resident in, incorporated in, or otherwise subject to sanctions or prohibited jurisdictions may not use the Services.

United Kingdom

NEXUS AI may refuse, suspend or terminate access where required to comply with UK sanctions, including OFSI requirements, and other applicable sanctions regimes.

European Union

NEXUS AI may refuse, suspend or terminate access where required to comply with applicable EU, UN or other relevant sanctions regimes.

9. Intellectual Property

The Platform, software, branding and Services remain the property of NEXUS AI and its licensors. Users may not reverse engineer, copy or reproduce the Services.

10. User Content and Data Ownership

Users retain ownership of uploaded content. Users grant NEXUS AI a limited licence to process such content solely to provide the Services.

11. Indemnity

Users shall indemnify NEXUS AI against claims arising from breach of these Terms or misuse of the Services.

12. Liability

United Kingdom

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or mandatory consumer rights. Subject to the foregoing, NEXUS AI shall not be liable for indirect or consequential loss. The Services are provided on an as-is and as-available basis to the extent permitted by applicable law.

European Union

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, gross negligence, death or personal injury where applicable, or mandatory consumer rights. Subject to the foregoing, NEXUS AI shall not be liable for indirect or consequential loss. The Services are provided on an as-is and as-available basis to the extent permitted by applicable law.

13. Communications

NEXUS AI may rely upon communications reasonably believed to originate from the User.

14. Record Keeping

NEXUS AI may retain records and communications in accordance with its policies and legal obligations.

15. Data Protection

Personal data shall be processed in accordance with the Privacy Policy.

16. Amendments

NEXUS AI may amend these Terms by providing reasonable prior notice through the Platform, email, or website notice. Material changes will not apply retroactively. Where required by applicable law, Users will have the right to reject material changes and terminate their use of the Services before the changes take effect.

17. Termination

NEXUS AI may suspend or terminate access for breach, legal risk, misuse, security risk, sanctions risk, non-payment, or other legitimate reasons. Where practicable and lawful, NEXUS AI will provide notice and reasons for suspension or termination.

18. Fees

Fees payable for NEXUS AI’s own Services, including any token packs or other service entitlements offered by NEXUS AI, are payable in accordance with the applicable pricing displayed by NEXUS AI or invoice.

Any such fees are separate from the purchase price of a Technology Certificate. Where a Technology Certificate is required, the relevant purchase price is payable by NEXUS AI to Glacio and may be discharged by the User on NEXUS AI’s behalf pursuant to the Mandate.

19. General Provisions

Includes waiver, severability, entire agreement and assignment provisions.

20. Governing Law and Jurisdiction

United Kingdom

For Users in the United Kingdom, these Terms shall be governed by the laws of England and Wales. The courts of England and Wales shall have jurisdiction, without prejudice to any mandatory consumer rights that may apply.

European Union

For Users in the European Union, these Terms shall be governed by the laws of Malta. Where the User is a consumer, this governing law clause shall not deprive the User of the protection of mandatory consumer law provisions of the country of the User’s habitual residence. Disputes shall be subject to the competent courts determined in accordance with applicable law.

Schedule 1 - Definitions

• Technology Certificate - the standalone digital technology product created, issued and sold by Glacio and acquired, where applicable, by the User on behalf of NEXUS AI pursuant to the Mandate, which may be used in connection with the verification, certification or delivery of access to the Services.
• Mandate - the transaction-specific authorisation and direction issued by NEXUS AI under which the User acts on NEXUS AI’s behalf to acquire and pay for a Technology Certificate from Glacio.
• Vault - encrypted digital workspace associated with a User.
• AI Assistant - AI functionality made available through the Platform.
• Platform - the technology infrastructure operated by NEXUS AI.
• Services - the encrypted Vaults and other software, digital services and functionality provided by NEXUS AI, excluding the Technology Certificate supplied by Glacio.
• User - any person or entity accessing the Services.