Terms & Conditions

Terms & Conditions

Effective Date: July 24, 2025

These Terms & Conditions govern your use of all services and offerings provided by Nexly. By accessing or using our Services, you agree to comply with these Terms and all applicable laws, as well as any additional policies referenced herein, including our Privacy Policy and Cookie Policy.

2. Scope of Services and Applicability of Terms

These Terms of Service (the “Terms”) govern and define the rights, obligations, and responsibilities associated with your access to and use of the Services, as defined in Section 1, including any platforms, applications, websites, software, tools, interfaces, APIs, integrations, functionalities, features, documentation, and other materials or content provided, made available, or facilitated by Nexly, whether directly or indirectly, and regardless of the medium, device, or method of access.

• Comprehensive Coverage: These Terms shall apply to all forms of interaction with the Services, including, without limitation, registration, account creation, access through third-party integrations, use of APIs, participation in beta or experimental programs, submission of Content, and engagement with Nexly’s customer support, technical support, or other auxiliary services. For the avoidance of doubt, any access or use of the Services constitutes acceptance of, and agreement to, these Terms in their entirety.
• Integration with Other Policies: These Terms operate in conjunction with Nexly’s Privacy Policy, Cookie Policy, Acceptable Use Policy, and any other policies, guidelines, or supplemental agreements referenced herein or incorporated by reference. To the extent of any conflict or inconsistency between these Terms and such supplemental policies, these Terms shall govern unless explicitly stated otherwise.
• Compliance with Laws: You acknowledge and agree that your access to and use of the Services is subject to all applicable local, national, and international laws, regulations, and regulatory requirements, including, without limitation, laws governing data protection, intellectual property, export control, cybersecurity, privacy, and electronic communications. You are solely responsible for ensuring that your use of the Services, Content submission, and conduct on or through the Services complies with all such applicable legal requirements.
• Modifications and Updates to Terms: Nexly reserves the right, at its sole discretion, to modify, amend, or update these Terms at any time and without prior notice. Such modifications may include, but are not limited to, changes in scope, obligations, restrictions, rights, fees, or policies applicable to the Services. Continued access to or use of the Services following the posting or notification of any modifications constitutes your acceptance of the revised Terms. It is your responsibility to regularly review the most current version of these Terms, which shall be available on Nexly’s official website or within the Services.
• Service-Specific Terms: Certain components of the Services, including third-party integrations, beta features, APIs, or specialized platforms, may be subject to additional terms, conditions, or agreements. In such cases, your use of those specific components is governed by both these Terms and any applicable supplementary terms, and any conflict shall be resolved in accordance with the provisions of these Terms unless explicitly indicated otherwise.
• Limitations of Scope: The provision of Services under these Terms does not imply any guarantee of uninterrupted or error-free access, the availability of specific features, or the suitability of the Services for particular purposes. Nexly may suspend, restrict, or discontinue access to any part of the Services at its discretion, subject to applicable law, without liability to Members or other users.
• Global Applicability: These Terms apply to Members and users accessing the Services from any jurisdiction worldwide. Certain features, functionalities, or Services may be subject to restrictions based on local laws, export control regulations, or licensing requirements. Users are solely responsible for compliance with all such restrictions, and Nexly shall not be liable for any breach of law arising from cross-border or international use of the Services.

By accessing or using the Services, you expressly acknowledge that you have read, understood, and agreed to be bound by these Terms, including all policies, guidelines, and supplemental agreements referenced herein, and that your use of the Services constitutes a legally enforceable acceptance of these Terms in their entirety.

3. User Representations, Warranties, and Covenants

By accessing or using the Services, you expressly represent, warrant, and covenant to Nexly, its affiliates, and its licensors that you meet all eligibility requirements and agree to abide by the obligations and restrictions set forth herein. These representations, warranties, and covenants are ongoing and shall remain in effect for the duration of your access to or use of the Services.

• Eligibility: You represent and warrant that: (i) you are of legal age and have full legal capacity and authority to enter into and be bound by these Terms; (ii) you are not currently suspended, barred, or otherwise restricted from accessing or using the Services under any applicable laws, regulations, contractual obligations, or Nexly policies; (iii) if acting on behalf of a legal entity, you are duly authorized to bind such entity to these Terms; and (iv) your use of the Services does not violate any pre-existing obligations or restrictions imposed by any other agreements or legal frameworks.
• Compliance with Laws and Policies: You covenant that you shall comply with all applicable local, national, and international laws, regulations, and regulatory requirements, including, without limitation, those governing intellectual property, privacy, data protection, export controls, anti-bribery, cybersecurity, telecommunications, and electronic communications. You further agree to comply with all applicable Nexly policies, guidelines, codes of conduct, or supplemental agreements referenced herein or made available through the Services, and to refrain from any use of the Services that is unlawful, fraudulent, harmful, abusive, or otherwise prohibited under these Terms.
• Account Security and Responsibility: You agree to: (i) maintain the confidentiality of all account credentials, passwords, and authentication mechanisms associated with your account(s); (ii) take all reasonable steps to prevent unauthorized access to your account; (iii) immediately notify Nexly of any known or suspected breach, compromise, or unauthorized use of your account; and (iv) accept full responsibility for all activities conducted under your account, whether authorized by you or not. Nexly shall have no liability for any loss or damage resulting from unauthorized access or failure to comply with these obligations.
• Prohibited Activities: You represent, warrant, and covenant that you shall not, directly or indirectly, engage in any of the following activities, whether through the Services, via automated means, or in conjunction with third-party systems or integrations:
  • Attempting to gain unauthorized access to, disrupt, or interfere with the operation of the Services, accounts of other Members, Nexly systems, servers, networks, or data.
  • Transmitting or distributing viruses, worms, malware, ransomware, trojans, or other malicious code or materials designed to disrupt, damage, or gain unauthorized access to the Services, Nexly systems, or third-party systems.
  • Using automated tools, scripts, bots, spiders, scrapers, or other data collection or extraction methods without Nexly’s prior written consent.
  • Impersonating any person or entity, misrepresenting your affiliation with any person or entity, or otherwise providing false, inaccurate, or misleading information.
  • Engaging in activity that exploits, harms, or adversely affects Nexly, other Members, third-party systems, or the integrity, security, or availability of the Services.
• Ongoing Representations: You acknowledge and agree that the representations, warranties, and covenants set forth in this Section are continuous and are deemed to be renewed each time you access, interact with, or use the Services. You further acknowledge that any breach of these representations or covenants may result in suspension, restriction, or termination of your access to the Services, in addition to any remedies available under applicable law.

By maintaining an account or continuing to use the Services, you confirm that all representations, warranties, and covenants herein remain accurate, complete, and binding, and that you shall promptly take all steps necessary to correct or remedy any breach or inaccuracy.

4. Proprietary Rights, Intellectual Property, and Content Licenses

The following provisions govern ownership, intellectual property rights, and licensing terms in connection with the Services, Content, and all materials provided or submitted through or in connection with the Services. All rights not expressly granted herein are reserved by Nexly and its licensors.

• Ownership of Services and Intellectual Property: You acknowledge and agree that all right, title, and interest in and to the Services, including, without limitation, all software, platforms, applications, interfaces, features, designs, graphics, logos, algorithms, data, documentation, updates, enhancements, modifications, and other materials provided by or on behalf of Nexly (collectively, “Nexly Materials”), and all associated Intellectual Property rights as defined in Section 1, are and shall remain the exclusive property of Nexly or its licensors. Nothing in these Terms shall be construed as granting any ownership or other proprietary rights in or to the Services, Nexly Materials, or Intellectual Property, except for the limited licenses expressly granted herein.
• Limited License to Use Services: Subject to your compliance with these Terms, Nexly grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your personal, non-commercial purposes or for purposes explicitly authorized by Nexly. This license does not permit you to copy, modify, distribute, create derivative works of, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law.
• User-Submitted Content License: By submitting, uploading, posting, transmitting, or otherwise making available any Content through the Services (“User Content”), you grant Nexly and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, distribute, publicly perform, publicly display, store, archive, analyze, and create derivative works of such User Content for the purposes of providing, maintaining, improving, or personalizing the Services, as well as for promoting or marketing the Services. You represent and warrant that you have all necessary rights, consents, and permissions to grant this license.
• Third-Party Content: If you access, use, or interact with content, materials, or services provided by third parties through the Services, you are solely responsible for ensuring that your use of such Third-Party Content does not infringe or violate any applicable Intellectual Property rights, privacy rights, or other legal obligations. Nexly disclaims all liability for Third-Party Content, including any errors, omissions, or infringing nature, and does not guarantee the availability, accuracy, or quality of such content.
• Automated Systems, AI, and Machine Learning Technologies: You acknowledge and agree that Nexly may employ automated systems, artificial intelligence, machine learning, algorithms, and other analytical tools to process User Content and other data in order to provide, enhance, personalize, and improve the Services. By using the Services, you consent to the collection, storage, processing, and use of Content and usage data by Nexly for these purposes, in accordance with applicable privacy and data protection laws and Nexly’s Privacy Policy. Nexly retains all rights to outputs, models, and analyses generated through such automated or AI-powered processes.
• Reservation of Rights: All rights not expressly granted to you herein are reserved by Nexly or its licensors. No provision of these Terms shall be construed as granting you any rights, by implication, estoppel, or otherwise, in or to the Services, Nexly Materials, Intellectual Property, or any proprietary content, except for the limited licenses expressly granted in these Terms.
• Restrictions on Use: You shall not:
  • Exploit, copy, distribute, sublicense, or commercially use the Services, Nexly Materials, or Intellectual Property except as expressly permitted by Nexly;
  • Remove, obscure, or alter any proprietary notices, trademarks, or copyright statements in or on the Services or Nexly Materials;
  • Use automated scripts, bots, crawlers, scrapers, or other means to access, extract, or manipulate the Services, Nexly Materials, or User Content without Nexly’s prior written consent;
  • Reverse engineer, decompile, or attempt to derive the source code or underlying structure of any software or services provided by Nexly, except to the extent expressly permitted by law;
  • Use the Services to create or facilitate unauthorized derivative works, products, or services that compete with Nexly’s offerings.

By accessing or using the Services, you acknowledge and agree that all representations, warranties, and obligations set forth in this Section are binding and enforceable, and that Nexly retains the right to enforce its proprietary and Intellectual Property rights to the fullest extent permitted under applicable law, including seeking injunctive relief, damages, and other remedies.

5. Data Privacy, Security, and User Obligations

The following provisions govern the collection, processing, storage, transfer, and protection of data in connection with your use of the Services, and set forth your obligations regarding accuracy, security, and lawful use of information.

• Personal Data and Privacy: You acknowledge and agree that any personal, identifiable, or sensitive information collected or processed in connection with your access to or use of the Services (“Personal Data”) will be handled in accordance with Nexly’s Privacy Policy, as may be updated from time to time. By using the Services, you consent to the collection, processing, storage, disclosure, and use of Personal Data as described in such policy, including for purposes of service delivery, analytics, personalization, and compliance with legal obligations.
• Accuracy of Information: You represent, warrant, and covenant that all information you provide to Nexly, whether during registration, profile creation, submission of Content, or otherwise in connection with the Services, is accurate, complete, current, and truthful. You agree to promptly update any information as necessary to maintain its accuracy and to notify Nexly of any changes that may affect your account or your ability to access the Services. Failure to provide accurate information may result in suspension, restriction, or termination of your account and access to the Services.
• Data Security and Safeguards: Nexly employs commercially reasonable administrative, technical, and physical measures designed to protect the confidentiality, integrity, and availability of Personal Data and other information processed through the Services. Such measures may include encryption, access controls, network security, monitoring, and secure storage. Notwithstanding these measures, you acknowledge and agree that no method of transmission or storage over the internet or electronic systems is completely secure, and Nexly does not guarantee absolute security. You are responsible for maintaining the confidentiality of your account credentials and other sensitive information and for implementing reasonable safeguards on your devices.
• Data Retention and Deletion: Personal Data and other information collected or processed in connection with the Services may be retained, archived, or deleted in accordance with Nexly’s retention policies, applicable laws, or as necessary for operational, legal, or regulatory purposes. Upon account termination or cessation of Services, Nexly may retain certain data for the periods required by law, contractual obligations, or legitimate business purposes. Users acknowledge that some residual copies may remain in backup systems or archives for a reasonable period of time.
• International Data Transfers: You acknowledge and consent that Personal Data and other information may be transferred, processed, and stored in jurisdictions outside your country of residence, including jurisdictions that may not provide the same level of data protection as your local laws. By using the Services, you expressly consent to such international transfers, storage, and processing in accordance with these Terms and Nexly’s Privacy Policy. You further agree that Nexly will take reasonable steps to ensure that such transfers comply with applicable data protection and privacy requirements.
• User Obligations: You agree to:
  • Use the Services in accordance with applicable data protection and privacy laws, these Terms, and any additional Nexly policies or guidelines;
  • Maintain the confidentiality and security of account credentials and authentication mechanisms;
  • Promptly report any actual or suspected security breaches, unauthorized access, or data compromise to Nexly;
  • Not attempt to circumvent or bypass any security measures or controls implemented by Nexly, including, without limitation, encryption, authentication, or access restrictions;
  • Comply with all applicable rules and restrictions on the collection, use, disclosure, or storage of Personal Data, including any requirements for consent or notification to affected individuals.

By using the Services, you acknowledge and accept the risks associated with data transmission, storage, and processing, and you consent to Nexly’s collection, use, and international transfer of Personal Data in accordance with these Terms and the Privacy Policy. Your obligations under this Section are ongoing and survive the termination or expiration of your account or access to the Services.

6. Payment Terms, Subscription Services, and Financial Obligations

The following provisions govern all financial transactions, billing arrangements, subscription services, payment obligations, and related responsibilities in connection with the Services. By accessing or using any paid components of the Services, you expressly agree to be bound by these Terms and acknowledge that all payments, fees, and charges are subject to the conditions set forth herein.

• Fees and Payment Obligations: You acknowledge and agree that certain Services, features, or content offered by Nexly may require payment of fees or other charges (“Fees”). All Fees are due and payable in advance of access to or use of the applicable Services unless otherwise expressly stated. Except as expressly set forth in these Terms or any supplemental agreements, all payments are non-refundable. You represent and warrant that any payment method you provide is valid, authorized, and in good standing, and you authorize Nexly to charge all applicable Fees to such payment method.
• Subscription Services and Auto-Renewal: If you subscribe to any recurring or subscription-based Services, you acknowledge that your subscription may automatically renew at the end of each subscription period, at the then-current Fees, unless cancelled prior to the renewal date. You may manage, modify, or cancel your subscription through your account settings or as otherwise permitted by Nexly. Cancellation of a subscription does not entitle you to a refund for any prepaid Fees, unless explicitly stated in these Terms or in supplemental agreements.
• Adjustments to Fees and Billing Practices: Nexly reserves the right, at its sole discretion, to modify Fees, payment structures, billing cycles, or other financial terms applicable to the Services at any time. Such changes shall become effective upon posting to Nexly’s website, account notifications, or other communication channels. Continued use of the Services following any such changes constitutes your acceptance of the revised Fees and financial terms.
• Payment Disputes and Chargebacks: You agree to notify Nexly promptly of any disputes regarding Fees, charges, or billing errors, and to use commercially reasonable efforts to resolve such disputes directly with Nexly prior to initiating any chargebacks, reversal, or other third-party payment claims. You acknowledge and agree that you shall be responsible for any fees, costs, or expenses, including bank fees, penalties, or administrative charges, incurred as a result of failed, reversed, or unauthorized payments.
• Taxes and Duties: You are solely responsible for all applicable taxes, duties, levies, or other governmental charges arising from or in connection with your use of the Services or payment of Fees, including, without limitation, value-added tax (VAT), goods and services tax (GST), sales tax, withholding tax, and customs duties. Nexly may, at its discretion, collect, report, or remit such taxes to the extent required by applicable law, but the ultimate responsibility for compliance with tax obligations rests with you.
• Refunds and Credits: Except as expressly provided in these Terms, supplemental agreements, or applicable law, all payments are non-refundable. Nexly reserves the right, in its sole discretion, to provide refunds, credits, or adjustments on a case-by-case basis. Any such grants shall not constitute a waiver of Nexly’s rights under these Terms or create any obligation to provide similar relief in the future.
• Suspension for Non-Payment: Nexly may suspend, restrict, or terminate access to any portion of the Services for failure to pay Fees or other amounts due, in addition to pursuing all available legal or equitable remedies. You acknowledge and agree that Nexly shall not be liable for any loss, damages, or consequences arising from such suspension or termination.

By using the Services that require payment, you expressly acknowledge, agree, and accept the financial obligations, billing practices, subscription rules, and related terms described herein, and you agree to comply with all applicable payment, tax, and billing requirements established by Nexly or by law.

7. Service Modifications, Availability, and Nexly’s Discretion

The following provisions govern Nexly’s rights to modify, suspend, or discontinue the Services, as well as the availability of features and the exercise of discretion in relation to user access and functionality.

• Modifications to Services: You acknowledge and agree that Nexly may, at its sole discretion and without prior notice, modify, update, enhance, suspend, restrict, or discontinue any aspect of the Services, including features, functionalities, interfaces, software, platforms, content, and APIs. Such modifications may be undertaken for purposes including, without limitation, operational improvements, security enhancements, legal compliance, technological innovation, or business strategy. Nexly shall have no liability to Members or any third party for any such modifications or discontinuations.
• Service Availability and Interruptions: While Nexly implements reasonable measures to ensure the availability, performance, and reliability of the Services, you acknowledge and agree that access may be limited, interrupted, delayed, or unavailable due to scheduled maintenance, unscheduled technical issues, system upgrades, infrastructure failures, cybersecurity incidents, internet or network disruptions, or other causes beyond Nexly’s reasonable control. Nexly does not guarantee uninterrupted, error-free, or continuous access to the Services, and shall not be liable for any consequences resulting from Service unavailability or performance degradation.
• Eligibility for Features: Nexly retains the sole and absolute discretion to determine eligibility for access to specific Services, features, beta programs, or experimental functionalities. Eligibility may be based on factors including, without limitation, geographic location, account status, subscription level, compliance with applicable laws and policies, prior usage history, or other criteria deemed relevant by Nexly. Nexly may modify eligibility criteria at any time, and decisions regarding eligibility are final and non-contestable.
• Beta, Experimental, and Pre-Release Features: Certain Services, features, or functionalities may be provided on a beta, experimental, or pre-release basis (“Beta Features”). Beta Features are provided “as is” and “as available,” without any warranty, representation, or guarantee of any kind, whether express, implied, statutory, or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, reliability, accuracy, or continuity. Nexly expressly disclaims any liability arising from your use or reliance on Beta Features, and reserves the right to modify, suspend, or discontinue such features at any time without notice.
• Reservation of Discretion: All decisions regarding the operation, modification, availability, enhancement, or discontinuation of the Services, including the deployment of Beta Features, implementation of updates, prioritization of resources, or imposition of restrictions, shall be at Nexly’s sole and reasonable discretion. Nexly’s exercise of discretion shall not constitute a waiver of any rights, obligations, or remedies under these Terms, and Nexly shall have no liability for actions taken in good faith consistent with its discretion.

By accessing or using the Services, you expressly acknowledge and accept that Nexly may modify, suspend, or discontinue Services, features, or functionality at any time, and that your access to the Services is subject to availability, operational limitations, and Nexly’s discretionary determinations as described herein.

8. Termination, Suspension, and Account Management

The following provisions govern the termination, suspension, or restriction of accounts, as well as the management of user data and associated rights upon cessation of access to the Services.

• User-Initiated Termination: You may, at any time, terminate or deactivate your account through the mechanisms provided within the Services or as otherwise directed by Nexly. Upon termination, Nexly may delete, anonymize, or archive your data, including User Content, account information, and activity history, in accordance with Nexly’s retention and deletion policies. Termination does not relieve you of obligations incurred prior to the effective date of termination, including, without limitation, any financial, legal, or contractual obligations.
• Suspension or Termination by Nexly: Nexly reserves the right, at its sole discretion and without prior notice, to suspend, restrict, or terminate your account, access to the Services, or specific functionalities for any reason, including, without limitation, (i) violations of these Terms, supplemental policies, or applicable law, (ii) non-payment or failure to satisfy financial obligations, (iii) suspected fraudulent, abusive, or unauthorized activity, or (iv) other circumstances deemed appropriate by Nexly to protect the integrity, security, or operation of the Services. Nexly shall have no liability to you or any third party for any suspension, restriction, or termination of accounts or access.
• Effect of Termination: Upon termination or suspension of your account, all licenses, permissions, or rights granted to you under these Terms, including any limited licenses to access or use the Services or Nexly Materials, shall immediately cease. You acknowledge and agree that Nexly shall not be responsible or liable for any loss, destruction, or alteration of data, User Content, or information resulting from termination, suspension, or deletion, except to the extent expressly required by applicable law.
• Reinstatement of Accounts: Requests for reinstatement or reactivation of suspended or terminated accounts may be submitted to Nexly in accordance with procedures established by Nexly. Reinstatement is granted solely at Nexly’s discretion and may be conditioned upon verification, resolution of outstanding obligations, remediation of violations, or compliance with other requirements determined by Nexly. Nexly shall have no obligation to reinstate accounts or restore any data.
• Data Retrieval and Retention Period: Following termination or suspension, Nexly may, at its sole discretion, provide a limited opportunity to retrieve data or User Content from the Services. Any such retrieval is subject to applicable retention periods, technical limitations, or legal requirements, and Nexly makes no guarantee regarding the availability, completeness, or integrity of data during or after the retention period. Users are strongly encouraged to maintain independent backups of any content or information of value prior to termination.
• Ongoing Obligations: Notwithstanding termination or suspension, any obligations that by their nature survive termination, including but not limited to payment obligations, representations and warranties, indemnification, confidentiality, intellectual property rights, and liability disclaimers, shall remain in full force and effect.

By using the Services, you acknowledge and agree that Nexly may suspend or terminate accounts at its discretion, and that your access to data, content, or functionality may be restricted, archived, or deleted in accordance with these Terms and applicable policies.

9. Dispute Resolution, Arbitration, and Governing Law

The following provisions govern the resolution of disputes, claims, or controversies arising out of or relating to these Terms, your use of the Services, or any interaction with Nexly, its affiliates, or licensors. By using the Services, you expressly agree to the procedures and limitations set forth herein.

• Governing Law: These Terms, your access to and use of the Services, and any disputes arising therefrom shall be governed by and construed in accordance with the laws of the jurisdiction applicable to you. For users located in designated countries as specified by Nexly, including but not limited to the European Union, the governing law shall be the laws of Ireland, without regard to conflicts of law principles. For all other users, the governing law shall be the substantive and procedural laws of the State of California, United States of America, without regard to its conflict of law provisions. The choice of governing law does not limit Nexly’s right to seek injunctive or equitable relief in any jurisdiction.
• Binding Arbitration: Except for claims expressly excluded herein, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes. The arbitration shall be conducted by a single neutral arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be conducted in the county of your residence or as otherwise agreed by the parties. The arbitrator shall have no authority to award damages or relief on a class, representative, or consolidated basis, and any relief shall be limited to the claimant individually.
• Exclusions from Arbitration: Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, proprietary information, or confidential data. Additionally, small claims disputes may be brought in a small claims court in accordance with applicable law. Such claims are not subject to the arbitration provisions herein.
• Class Action Waiver: You and Nexly agree that any dispute or claim shall be resolved solely on an individual basis, and not as a class, collective, or representative action, nor in a private attorney general capacity. The parties expressly waive any right to participate in or initiate class, collective, or representative proceedings, and any such claim brought in violation of this provision shall be dismissed.
• Informal Resolution: Prior to initiating formal arbitration or legal proceedings, you agree to make reasonable efforts to resolve any dispute informally by contacting Nexly’s customer support or designated dispute resolution contact. The parties shall engage in good-faith discussions for a minimum period of thirty (30) days to attempt to resolve disputes amicably. This informal process does not extend statutory limitation periods unless agreed in writing.
• Waiver of Jury Trial: To the maximum extent permitted by law, you and Nexly waive any right to a trial by jury for disputes covered by these Terms.
• Severability of Dispute Provisions: If any provision of this Section is deemed invalid, unenforceable, or prohibited by applicable law, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the intent of the parties.

By using the Services, you acknowledge and agree to the binding arbitration process, class action waiver, informal resolution procedures, and governing law provisions described herein, and you waive any right to bring or participate in disputes outside the mechanisms outlined above, except as expressly permitted.

10. Indemnification, Limitation of Liability, and Remedies

The following provisions govern your obligations to indemnify Nexly, the limitations on Nexly’s liability, available remedies, and applicable timeframes for claims arising out of or related to your use of the Services or these Terms.

• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, subsidiaries, licensors, officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, losses, liabilities, damages, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) your access to or use of the Services; (ii) your User Content or submissions; (iii) any breach of these Terms, supplemental policies, or applicable law; (iv) any violation of the rights of third parties, including Intellectual Property rights, privacy rights, or contractual obligations; or (v) any negligent, fraudulent, or unlawful conduct in connection with your use of the Services. Nexly reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate fully and not interfere with Nexly’s defense strategy.
• Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEXLY’S AGGREGATE LIABILITY TO YOU, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO NEXLY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
• Exclusive Remedies: You acknowledge and agree that your sole and exclusive remedies for any disputes, claims, or damages arising from or related to the Services shall be: (i) suspension or termination of your account in accordance with Section 8; (ii) cessation of use of the Services; and (iii) any remedies expressly provided in these Terms or supplemental agreements. Except as expressly stated herein, you waive any right to seek injunctive, equitable, or other extraordinary relief from Nexly.
• Limitation of Claims: Any claim or cause of action arising out of or relating to these Terms, the Services, or your use thereof must be brought within one (1) year from the date the claim arose. Claims filed outside of this period are irrevocably barred, regardless of the nature of the claim or applicable law.
• Survival: The provisions of this Section, together with Sections 1, 4, 5, 8, and 9, and any other provisions that by their nature survive termination, shall survive the termination, expiration, or suspension of your account or these Terms.

By accessing or using the Services, you expressly acknowledge and agree to indemnify Nexly as set forth herein, accept the limitations of liability, recognize the exclusivity of remedies, and adhere to the one-year claims limitation period.

11. General Provisions and Miscellaneous Clauses

The following provisions set forth the overarching legal framework governing these Terms, the interpretation thereof, the enforceability of rights and obligations, and other ancillary matters relating to your use of the Services.

• Severability: In the event that any provision of these Terms, or any portion thereof, is determined by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity, legality, or enforceability of any other provision herein. The affected provision shall be deemed modified to the minimum extent necessary to render it enforceable while preserving, to the fullest extent possible, its original intent, and all remaining provisions shall continue in full force and effect.
• Entire Agreement; Integration: These Terms, together with Nexly’s Privacy Policy, Cookie Policy, Community Guidelines, and any other policies or agreements expressly incorporated herein by reference, constitute the complete and exclusive understanding and agreement between you and Nexly concerning the subject matter hereof, superseding any prior or contemporaneous oral or written communications, negotiations, representations, or understandings, whether express or implied. No modification or amendment shall be effective unless expressly agreed to in writing by an authorized representative of Nexly.
• Assignment and Delegation: You shall not assign, delegate, or otherwise transfer any of your rights or obligations under these Terms without Nexly’s prior written consent, and any purported assignment or delegation in violation of this Section shall be null and void. Nexly may, at its sole discretion, assign, delegate, or otherwise transfer its rights or obligations, in whole or in part, including in connection with any merger, acquisition, corporate reorganization, or sale of assets, without prior notice to or consent from you.
• No Waiver: Failure, neglect, or delay by Nexly in enforcing any right, remedy, or provision under these Terms shall not constitute a waiver thereof or of any other rights or remedies. Any waiver of a specific right or provision must be expressly set forth in a written instrument signed by an authorized officer of Nexly to be effective, and such waiver shall not operate as a waiver of any other rights or remedies or of the same right or provision in the future.
• Force Majeure: Nexly shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond Nexly’s reasonable control, including, without limitation, acts of God, natural disasters, pandemics, terrorism, civil unrest, governmental actions, labor disputes, failures of telecommunications or network infrastructure, or other events of force majeure. In the event of such occurrences, Nexly may, in its sole discretion, suspend, modify, or otherwise adjust its obligations without incurring liability.
• Relationship of the Parties: You and Nexly are independent contractors. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, employment, or franchise relationship. Neither party has any authority to bind the other or incur obligations on the other party’s behalf, except as expressly set forth in these Terms or in a written agreement executed by both parties.
• Third-Party Beneficiaries: Except as explicitly provided herein, these Terms are intended solely for the benefit of the parties hereto and their respective successors and permitted assigns. No other person or entity shall be deemed a third-party beneficiary, and no third party shall have any right to enforce any provision of these Terms.
• Survival: Any provision of these Terms that, by its nature, is intended to survive termination, expiration, or suspension of your account or the Terms, including but not limited to Sections 1 (Definitions), 4 (Intellectual Property), 5 (Data Privacy and Security), 8 (Termination), 10 (Indemnification and Limitation of Liability), and this Section 11, shall survive indefinitely unless expressly stated otherwise.
• Interpretation; Headings: Headings and captions in these Terms are for convenience only and shall not affect interpretation. References to “including” or “includes” shall be construed to mean “including, without limitation.” References to singular terms include the plural and vice versa. Any ambiguity in these Terms shall not be construed against Nexly as the drafter. All references to statutory or regulatory provisions shall be deemed to include all amendments, replacements, and successor provisions thereof.
• Equitable Remedies: You acknowledge that a breach of certain provisions of these Terms may cause Nexly irreparable harm for which monetary damages may be insufficient. Accordingly, Nexly shall be entitled to seek injunctive or equitable relief to enforce compliance with such provisions, in addition to any other remedies available at law or in equity.

By accessing or using the Services, you acknowledge that these General Provisions and Miscellaneous Clauses govern enforceability, interpretation, assignment, force majeure, survival, and other ancillary legal matters, ensuring the preservation of Nexly’s rights and obligations under these Terms.

12. User-Generated Content, Community Standards, and Moderation

The following provisions govern all User Content submitted, posted, or otherwise shared through the Services, including text, images, audio, video, or other materials, and establish the rights and responsibilities of users, as well as Nexly’s moderation and enforcement authority.

• Submission, Ownership, and Responsibility: You are solely responsible for all User Content you submit, post, or transmit through or in connection with the Services. By submitting User Content, you represent, warrant, and covenant that: (i) you own or have obtained all rights, licenses, consents, and permissions necessary to submit the content; (ii) your User Content does not violate any applicable laws, regulations, third-party rights, or these Terms; and (iii) your User Content complies with Nexly’s Community Standards and any guidelines, policies, or rules applicable to the Services. You retain ownership of your User Content, subject to the rights granted to Nexly under Section 4 (Intellectual Property).
• License to Use User Content: By submitting User Content, you grant Nexly a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, distribute, display, perform, and create derivative works of such User Content for the purpose of operating, promoting, and improving the Services. This license survives termination of your account or use of the Services to the extent necessary to enforce Nexly’s rights or fulfill contractual obligations.
• Moderation, Enforcement, and Discretionary Rights: Nexly reserves the exclusive and sole discretion to monitor, review, remove, limit access to, or otherwise moderate any User Content that Nexly reasonably believes is objectionable, unlawful, harmful, infringing, or in violation of these Terms, Community Standards, or applicable law. Such moderation shall not be construed as an obligation, guarantee, or waiver of Nexly’s rights to enforce these Terms, take legal action, or exercise other remedies at its discretion. Nexly may employ automated or manual moderation tools, and its decisions regarding User Content are final and binding.
• Prohibited Content and Conduct: You shall not submit, post, or transmit User Content that: (i) is unlawful, fraudulent, defamatory, libelous, obscene, pornographic, harassing, threatening, hateful, or otherwise objectionable; (ii) infringes, misappropriates, or violates any intellectual property, privacy, or publicity rights of any third party; (iii) impersonates any person or entity or misrepresents your affiliation; (iv) contains viruses, malware, or other harmful code; or (v) promotes, encourages, or depicts illegal activity, violence, or terrorism. Nexly may remove or restrict access to any content in violation of these prohibitions without notice.
• Interactions Among Users: You agree to engage with other users in a lawful, respectful, and ethical manner. Nexly is not responsible for disputes, damages, or claims arising from communications or interactions between users. Nexly expressly disclaims any liability arising from user-to-user conduct, including but not limited to harassment, misinformation, or commercial transactions facilitated through the Services.
• Reporting and Feedback Mechanisms: Nexly may, at its discretion, provide reporting, flagging, or feedback mechanisms to alert Nexly to potentially violating content or behavior. While Nexly may review or act on such reports, it assumes no obligation to do so, and users acknowledge that Nexly’s response, or lack thereof, does not create liability or any form of warranty or assurance.
• Survival of Rights: All rights and licenses granted to Nexly under this Section 12 shall survive the termination, suspension, or expiration of your account or your access to the Services, solely to the extent necessary to enforce Nexly’s rights, obligations, or compliance with applicable law.

By submitting User Content or interacting with other users on the Services, you acknowledge and agree that you are solely responsible for such content and conduct, and that Nexly retains full discretion to enforce these provisions, including removal, restriction, or other moderation actions, in accordance with these Terms.

13. Feedback and Suggestions

The following provisions govern any feedback, suggestions, ideas, or proposals you provide to Nexly regarding the Services, including but not limited to feature requests, enhancements, bug reports, or general comments (collectively, “Feedback”).

• Ownership and Assignment: By submitting Feedback, you acknowledge and agree that all Feedback shall become the sole and exclusive property of Nexly. You hereby irrevocably assign, transfer, and convey to Nexly all worldwide rights, title, and interest in and to the Feedback, including any intellectual property rights, without expectation of compensation, attribution, or any other consideration. You agree to execute any documents reasonably requested by Nexly to effectuate, perfect, or enforce such assignment.
• No Obligation; Discretionary Use: Nexly shall have no obligation to review, consider, incorporate, or act upon any Feedback submitted by you. Nexly retains sole and absolute discretion to implement, modify, or disregard Feedback in whole or in part, and shall not be liable to you or any third party for any use or non-use of Feedback.
• Waiver of Rights: You agree that you will not assert any moral rights, claims for attribution, or other rights against Nexly or its affiliates in connection with Feedback, including any modifications, adaptations, or derivative works created from such Feedback.
• Survival: The rights granted to Nexly under this Section 13 shall survive the termination, expiration, or suspension of your account or access to the Services, and shall remain effective indefinitely for the purposes of protecting Nexly’s ownership and use of Feedback.

By providing Feedback, you acknowledge and agree that all Feedback is irrevocably assigned to Nexly, that Nexly retains full discretion regarding its use, and that you shall have no claim to compensation, attribution, or any other rights in connection therewith.

14. Advertising, Promotions, and Third-Party Offers

The following provisions govern advertisements, sponsored content, promotional materials, marketing communications, and third-party offers accessible through or integrated with the Services.

• Advertisements and Sponsored Content: Nexly may, at its sole discretion, display advertisements, sponsored content, or other promotional materials within the Services (“Advertisements”). You acknowledge and agree that Nexly does not endorse, guarantee, or assume any responsibility for the accuracy, legality, or quality of such Advertisements, and that your interactions with advertisers or sponsors are solely between you and the relevant third party. Nexly shall have no liability for any losses, damages, claims, or disputes arising from your engagement with Advertisements, including but not limited to purchases, offers, or communications initiated through such Advertisements.
• Third-Party Offers and Links: The Services may provide access to third-party offers, promotions, products, or services, including links or integrations (“Third-Party Offers”). Such Third-Party Offers are provided solely for your convenience and do not constitute an endorsement, recommendation, or warranty by Nexly. Your engagement with Third-Party Offers is solely at your own risk, and you acknowledge that any transactions, communications, or contractual relationships arising therefrom are exclusively between you and the third party. Nexly disclaims all liability for any direct, indirect, incidental, or consequential damages arising from your use of Third-Party Offers.
• Marketing Communications and Consent: By using the Services, you may receive marketing communications, promotional messages, newsletters, or other notifications regarding products, services, updates, or offers (“Marketing Communications”). You expressly consent to receive such communications in accordance with applicable law, including electronic communications statutes. You may opt out of receiving Marketing Communications at any time through the mechanisms provided in the Services or as otherwise permitted by law; however, opting out does not affect transactional or service-related communications necessary for your use of the Services.
• No Endorsement or Warranty: Nexly makes no representations, warranties, or guarantees regarding the quality, safety, legality, or suitability of Advertisements, Third-Party Offers, or Marketing Communications. Any reliance on such content or communications is at your sole risk, and Nexly expressly disclaims any liability for losses, damages, claims, or disputes resulting therefrom.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising from or related to your interactions with Advertisements, Third-Party Offers, or Marketing Communications, including but not limited to any claims brought by third parties.
• Survival: The rights, disclaimers, and obligations set forth in this Section 14 shall survive termination, expiration, or suspension of your account or these Terms, solely to the extent necessary to enforce Nexly’s rights and disclaimers or to comply with applicable law.

By using the Services, you acknowledge and agree that Nexly may display Advertisements, provide access to Third-Party Offers, and send Marketing Communications in accordance with this Section, and that your interactions with such content are subject to your sole responsibility, risk, and discretion.

15. Mobile Applications and Platform-Specific Terms

The following provisions govern your access to and use of Nexly mobile applications (“Mobile Apps”), including any updates, upgrades, or related software, and set forth additional obligations and restrictions that apply when accessing the Services through platform-specific environments such as the Apple App Store, Google Play Store, or other third-party distribution platforms (“App Stores”).

• Platform Rules and Compliance: Your use of Mobile Apps is subject not only to these Terms but also to the terms, conditions, and policies of the applicable App Store or distribution platform, including but not limited to download, installation, payment, and device compatibility requirements. You agree to comply with all such platform-specific rules and acknowledge that Nexly may suspend or terminate your access to Mobile Apps if you fail to comply with these Terms or App Store requirements. You further agree that Nexly is not responsible for any App Store-related limitations, restrictions, or availability issues.
• License and Restrictions: Subject to your compliance with these Terms and applicable App Store rules, Nexly grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Mobile Apps on compatible devices solely for your personal, non-commercial use. You may not, and shall not permit others to: (i) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Mobile Apps; (ii) modify, adapt, translate, or create derivative works from the Mobile Apps; (iii) bypass or circumvent security mechanisms or digital rights management controls; or (iv) use the Mobile Apps in any manner that violates applicable law or infringes the rights of any third party.
• Updates, Upgrades, and Automatic Modifications: Nexly may, at its sole discretion, provide updates, upgrades, patches, or new versions of the Mobile Apps (“Updates”), which may be installed automatically or require your consent through the App Store. Continued use of the Mobile Apps following the deployment of Updates constitutes your acceptance of such Updates and the Terms governing them. Updates may modify, enhance, or remove certain features, functionality, or content within the Mobile Apps, and Nexly shall have no obligation to provide such Updates or maintain backward compatibility.
• Third-Party Components and Integrations: Mobile Apps may include third-party software, frameworks, or libraries subject to separate license terms. You agree to comply with such third-party license agreements, and Nexly disclaims any liability arising from your use of third-party components. Nexly does not warrant the security, functionality, or availability of any third-party services integrated with the Mobile Apps.
• Device and Security Obligations: You are responsible for ensuring that your device is compatible with the Mobile Apps and meets any security or system requirements specified by Nexly or the applicable App Store. You must maintain the confidentiality of any account credentials used to access Mobile Apps and promptly notify Nexly of any unauthorized access or security breach. Nexly shall not be liable for losses, damages, or claims arising from device incompatibility, unauthorized access, or security failures.
• Termination of Mobile App Access: Nexly may, at its sole discretion, suspend or terminate your access to the Mobile Apps, in whole or in part, without prior notice, including in cases of non-compliance with these Terms, App Store rules, or applicable law. Sections concerning intellectual property, indemnification, disclaimers, and limitations of liability shall survive any termination.
• Survival: All provisions in this Section 15 that by their nature are intended to survive termination, expiration, or suspension including license grants, restrictions, disclaimers, indemnification obligations, and Nexly’s rights to enforce compliance shall survive indefinitely.

By accessing or using Nexly Mobile Apps, you acknowledge that you are subject to both these Terms and the relevant App Store rules, agree to comply with all applicable restrictions, and accept that Nexly may update, modify, or terminate Mobile App functionality at its sole discretion.

16. Open Source Software and Third-Party Libraries

The Services may incorporate, embed, or otherwise utilize third-party software components, open-source libraries, frameworks, or tools (“Third-Party Components”) that are governed by separate license agreements or terms of use. The following provisions govern your use of such Third-Party Components in connection with the Services.

• Incorporation of Third-Party Components: Certain features or functionality of the Services may rely on Third-Party Components, which may be subject to open-source licenses or proprietary third-party agreements. Your access to or use of these components is subject to the terms of the applicable third-party license, which may include obligations related to attribution, redistribution, modification, or usage limitations. Nexly incorporates Third-Party Components solely for the purpose of providing or enhancing the Services and does not grant any additional rights beyond those expressly stated in the applicable third-party licenses.
• Compliance with Third-Party Licenses: You agree to comply with all terms, conditions, and restrictions of any applicable third-party licenses governing the use of Third-Party Components, including but not limited to: (i) providing proper attribution to the original authors; (ii) adhering to redistribution, modification, or derivative work restrictions; and (iii) observing any other obligations imposed by such licenses. Your failure to comply with these obligations may result in the suspension or termination of your access to the affected Services or components.
• No Warranty or Representation: Nexly makes no representations or warranties, express or implied, regarding the functionality, security, performance, availability, or legal compliance of any Third-Party Components. The inclusion of such components in the Services does not constitute an endorsement or guarantee by Nexly of the quality, suitability, or reliability of the Third-Party Components.
• Limitation of Liability: To the maximum extent permitted by applicable law, Nexly disclaims all liability for damages, claims, losses, or costs arising directly or indirectly from your use of, reliance upon, or interactions with Third-Party Components, including any obligations imposed by third-party licenses. You acknowledge that your use of Third-Party Components is at your sole risk.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising from or related to your failure to comply with third-party license obligations or your use of Third-Party Components.
• Survival: The rights, disclaimers, and obligations set forth in this Section 16, including those relating to compliance, liability, and indemnification, shall survive the termination, expiration, or suspension of your account or access to the Services to the extent necessary to protect Nexly’s rights or comply with applicable law.

By accessing or using the Services, you acknowledge and agree that your use of any Third-Party Components is governed by the applicable third-party license agreements, and that Nexly disclaims all warranties and liability related thereto, while retaining the right to enforce these Terms in connection with your use of such components.

17. Security Incidents and Breach Notifications

The following provisions govern Nexly’s policies and your obligations in the event of a security incident, data breach, or unauthorized access affecting your account or information (“Security Incidents”). These provisions are intended to define notification procedures, responsibilities, and limitations of liability in connection with such events.

• Notification Obligations: In the event that Nexly becomes aware of a Security Incident that may materially affect your personal information, account, or use of the Services, Nexly will provide notice to you in accordance with applicable law and regulatory requirements. Notice may be delivered by electronic mail, in-app messages, push notifications, or other commercially reasonable methods. The timing, content, and scope of any notification shall be determined by Nexly in its sole discretion, consistent with applicable legal obligations.
• User Responsibilities and Mitigation: Upon receiving notice of a Security Incident, you agree to promptly follow all instructions provided by Nexly, including but not limited to resetting passwords, updating security credentials, enabling multifactor authentication, or taking other actions reasonably required to mitigate potential risks. Failure to comply with such instructions may exacerbate risks and shall not be deemed a waiver of Nexly’s rights or obligations.
• Disclaimer of Liability: Nexly shall not be liable for any delays, technical limitations, or failure to prevent unauthorized access, disclosure, or modification of information, except to the extent expressly required by applicable law. You acknowledge that no system is completely secure, and you assume the risks associated with electronic communication and storage of information through the Services.
• Cooperation with Authorities: Nexly may, at its discretion, notify law enforcement, regulatory authorities, or other relevant entities of any Security Incident. You agree to cooperate with any investigation or remediation efforts as reasonably requested by Nexly or required by law.
• Limitation of Remedies: Your exclusive remedies for any Security Incident shall be limited to those remedies expressly required under applicable law. To the maximum extent permitted by law, Nexly disclaims all other liabilities, damages, or losses arising from Security Incidents, whether direct, indirect, incidental, or consequential.
• Survival: The provisions of this Section 17, including notification obligations, disclaimers, user responsibilities, and limitations of liability, shall survive the termination, expiration, or suspension of your account or these Terms.

By using the Services, you acknowledge and agree to comply with all instructions provided by Nexly in response to Security Incidents, to accept the inherent limitations of digital security, and to recognize that Nexly’s liability is limited as described in this Section.

18. International Use and Export Controls

The following provisions govern the international use of the Services, including compliance with export control, trade restrictions, and local laws applicable to your access, use, and distribution of the Services across borders.

• Restricted Countries and Sanctions Compliance: You may not access or use the Services from, or for the benefit of, any country or territory subject to trade or economic sanctions, embargoes, or restrictions imposed by the United States, the United Nations, the European Union, or other applicable authorities (“Restricted Countries”). You represent, warrant, and covenant that you are not located in, under the control of, or a national or resident of any Restricted Country, and that your access and use of the Services does not violate any such sanctions or restrictions.
• Export, Import, and Trade Control Obligations: You agree to comply with all applicable export, re-export, import, and trade control laws and regulations of the United States and any other relevant jurisdictions in connection with your access to or use of the Services. Without limiting the foregoing, you shall not: (i) export or re-export the Services, any related technology, or any portion thereof in violation of such laws; (ii) use the Services for prohibited military, nuclear, chemical, or biological weapons-related purposes; or (iii) provide access to the Services to any person or entity subject to denial or restricted party lists.
• Local Law Compliance: You are solely responsible for ensuring that your access to and use of the Services complies with all local laws, regulations, and requirements of the jurisdiction from which you access the Services. Nexly does not represent that the Services are lawful, available, or appropriate for use in any particular jurisdiction, and it disclaims all liability for your failure to comply with applicable laws or regulations.
• Disclaimers and Limitations: To the maximum extent permitted by applicable law, Nexly makes no representations or warranties regarding the legality, availability, or compliance of the Services in any jurisdiction outside the United States. Nexly shall not be liable for any fines, penalties, damages, or claims arising from your violation of export controls, sanctions, trade restrictions, or local laws.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, or expenses (including reasonable attorneys’ fees) arising from or related to your violation of this Section 18, including any failure to comply with applicable export, import, trade control, or local legal requirements.
• Survival: The provisions of this Section 18, including compliance obligations, disclaimers, and indemnification rights, shall survive termination, suspension, or expiration of your account or these Terms, solely to the extent necessary to protect Nexly’s rights or comply with applicable law.

By accessing or using the Services from outside the United States or other jurisdictions, you acknowledge and agree that you are responsible for complying with all applicable trade, export, import, and local laws, and that Nexly disclaims any liability arising from your international use of the Services.

19. Beta Programs, Experimental Features, and Early Access

The following provisions govern your participation in beta programs, access to experimental features, and early access functionality within the Services (“Beta Features”). These provisions are designed to clarify your rights, obligations, and Nexly’s discretion in providing pre-release or experimental functionality.

• Voluntary Participation and Limited Availability: Access to Beta Features is entirely voluntary and may be offered to a limited subset of users at Nexly’s sole discretion. Beta Features are provided on a non-guaranteed basis and may be incomplete, experimental, or subject to change. You acknowledge and agree that Beta Features are provided “as is,” without warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, security, or availability.
• Modification, Suspension, and Termination: Nexly reserves the right, at any time and without prior notice, to modify, suspend, or terminate access to Beta Features in whole or in part. Such actions may include feature changes, functionality removal, or complete discontinuation of the Beta Features. You acknowledge that Nexly shall have no liability or obligation to you or any third party arising from such modification, suspension, or termination.
• Feedback and Ownership: Any feedback, suggestions, comments, or other input provided by you regarding Beta Features (“Beta Feedback”) shall be subject to the provisions in Section 13 (Feedback and Suggestions). By submitting Beta Feedback, you irrevocably assign all rights, title, and interest in such Beta Feedback to Nexly without expectation of compensation, and you agree that Nexly may use, reproduce, modify, and implement Beta Feedback in any manner at its sole discretion.
• Risks and Limitations: You acknowledge that Beta Features may contain bugs, errors, or security vulnerabilities and may not operate as expected. You assume all risks associated with your use of Beta Features, including potential loss of data, interruption of service, or other adverse effects, and agree that Nexly shall not be liable for any damages, losses, or claims arising from your participation in beta programs.
• Eligibility and Restrictions: Nexly may impose eligibility criteria, restrictions, or requirements for participation in Beta Features, including geographic, account, or technical limitations. You agree to comply with all such requirements and acknowledge that failure to meet these requirements may result in denial of access or removal from Beta Features.
• Survival: All provisions of this Section 19 that by their nature are intended to survive termination, expiration, or suspension including disclaimers, limitations of liability, and Beta Feedback ownership shall survive indefinitely.

By participating in Beta Features, you acknowledge and agree that access is voluntary, experimental, and subject to change, that Nexly retains full discretion over their availability and use, and that any feedback you provide is assigned to Nexly in accordance with Section 13.

20. Analytics, Tracking, and Cookies

The following provisions govern the collection, use, and management of data, analytics, cookies, and other tracking technologies in connection with your access to and use of the Services.

• Collection of Usage Data: Nexly may collect, store, and analyze information regarding your interactions with the Services, including but not limited to pages visited, features used, device information, IP addresses, and usage patterns (“Usage Data”). Such data may be collected through automated means, including analytics tools, log files, cookies, web beacons, and other tracking technologies. Usage Data is used to improve the Services, develop new features, personalize content, conduct research, and for statistical or analytical purposes. You consent to the collection, storage, and processing of Usage Data in accordance with Nexly’s Privacy Policy.
• Cookies and Tracking Technologies: The Services may employ cookies, pixel tags, web beacons, local storage, and similar technologies (“Tracking Technologies”) to enhance functionality, measure performance, and deliver personalized content or advertising. Use of Tracking Technologies is governed by Nexly’s Cookie Policy, which forms part of these Terms. By accessing or using the Services, you consent to the deployment and operation of Tracking Technologies in accordance with applicable law, including data protection and privacy regulations.
• Consent and Opt-Out: Where permitted by applicable law, you may manage, disable, or opt out of certain Tracking Technologies through device settings, browser preferences, or the tools provided by Nexly. Disabling or opting out of Tracking Technologies may limit certain functionality or features of the Services, and Nexly shall not be liable for any resulting reduction in service quality or experience.
• Data Retention and Usage: Usage Data and information collected through Tracking Technologies may be retained for as long as necessary to fulfill the purposes described in this Section, to comply with legal obligations, resolve disputes, enforce agreements, or as otherwise permitted or required by law. Nexly employs reasonable administrative, technical, and physical safeguards to protect such data, but cannot guarantee absolute security.
• Third-Party Analytics and Advertising Providers: The Services may employ third-party analytics, advertising, or measurement providers to collect or process Usage Data and other information. You acknowledge that these third parties may have access to certain data in accordance with their own privacy policies, and Nexly disclaims any liability arising from their use or handling of such data.
• Compliance with Applicable Law: Collection and use of Usage Data and Tracking Technologies shall be conducted in accordance with all applicable data protection, privacy, and consumer protection laws, including, without limitation, the GDPR, CCPA, or other regional regulations where applicable. You acknowledge that your continued use of the Services constitutes consent to such data practices to the extent permitted by law.
• Survival: The provisions of this Section 20, including your consent to data collection, disclaimers, and Nexly’s rights to process Usage Data, shall survive the termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that Nexly may collect, analyze, and process Usage Data, deploy Tracking Technologies, and utilize third-party analytics or advertising providers in accordance with this Section and the Cookie Policy, and that your continued use constitutes consent to such practices.

21. Artificial Intelligence and Automated Systems

The following provisions govern the use of artificial intelligence, machine learning, and other automated systems integrated into the Services (“AI Systems”), including the collection, processing, and use of data, the generation of outputs, and your responsibilities when interacting with AI-generated content or decisions.

• Nature and Scope of AI Systems: Certain Services may incorporate AI Systems designed to generate outputs, provide recommendations, automate tasks, or support decision-making. You acknowledge and agree that AI-generated outputs, insights, or recommendations are for informational purposes only and may be incomplete, inaccurate, misleading, or inappropriate in specific contexts. AI Systems are experimental and may not reflect professional, legal, financial, or other expert advice. Your reliance on such outputs is solely at your own risk.
• Disclaimer of Liability: To the maximum extent permitted by law, Nexly disclaims all warranties, representations, and guarantees, whether express, implied, statutory, or otherwise, regarding AI Systems and AI-generated outputs. Nexly shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from your use of, reliance on, or interaction with AI Systems, including but not limited to financial, operational, legal, or reputational consequences.
• Data Processing and User Consent: By using AI Systems, you consent to the collection, processing, analysis, and storage of your data for the purposes of providing AI functionality, training models, improving AI performance, or generating outputs. Such processing will be conducted in accordance with Nexly’s Privacy Policy. You acknowledge that automated processing may involve aggregation, anonymization, or other forms of data transformation, and that AI outputs may be influenced by data quality, model limitations, and other variables.
• Prohibited Uses of AI Systems: You agree not to use AI Systems to create, disseminate, or promote content that is unlawful, harmful, misleading, discriminatory, or otherwise violates these Terms, including Sections 12 (User-Generated Content) and 14 (Advertising and Third-Party Offers). You shall not attempt to manipulate, reverse-engineer, or interfere with AI Systems in ways that compromise their integrity, security, or reliability.
• Limitations and Risks: You acknowledge and accept that AI Systems may fail, generate errors, exhibit bias, or produce outputs inconsistent with intended results. Nexly does not guarantee the accuracy, completeness, reliability, or suitability of any AI-generated content for any purpose, and you assume all risks associated with the use of AI Systems.
• Survival: The provisions of this Section 21, including disclaimers, limitations of liability, user obligations, and consent to data processing, shall survive the termination, suspension, or expiration of your account or these Terms.

By accessing or using AI Systems within the Services, you acknowledge and agree that such systems are experimental, outputs are informational only, reliance is at your sole risk, and your data will be processed in accordance with Nexly’s Privacy Policy and these Terms.

22. Platform APIs and Developer Tools

The following provisions govern your access to and use of Nexly’s application programming interfaces (“APIs”), software development kits (“SDKs”), developer portals, and other developer resources or tools (“Developer Resources”). These provisions are designed to clarify rights, obligations, limitations, and liabilities associated with the use of Developer Resources.

• Access and License Grant: Subject to your compliance with these Terms and any additional terms specific to Developer Resources, Nexly grants you a limited, non-exclusive, non-transferable, revocable license to access and use Developer Resources solely to develop, test, and integrate applications or services in accordance with the documentation, technical specifications, and usage restrictions provided by Nexly. Any use beyond the scope of this license requires Nexly’s prior written consent.
• Usage Limits and Compliance: You agree to comply with all usage limits, quotas, access controls, rate limits, and other technical or operational restrictions imposed by Nexly. You shall not interfere with or circumvent any security, monitoring, or operational mechanisms implemented to enforce such limitations, and you acknowledge that Nexly may suspend, limit, or terminate access to Developer Resources in its sole discretion for non-compliance or misuse.
• Prohibited Activities: You shall not, and shall not permit others to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of Developer Resources; (ii) bypass or circumvent rate limits, security measures, or access controls; (iii) use Developer Resources for unlawful, harmful, malicious, or discriminatory purposes; (iv) transmit viruses, malware, or harmful code; or (v) interfere with or disrupt the operation or security of Developer Resources or the Services.
• Intellectual Property Rights: All rights, title, and interest in and to Developer Resources, including APIs, SDKs, documentation, and any modifications or derivative works created by Nexly, remain the exclusive property of Nexly and its licensors, and are protected by copyright, trademark, patent, trade secret, and other applicable intellectual property laws. No rights or licenses are granted to you except as expressly set forth herein, and you acquire no ownership rights by accessing, using, or interacting with Developer Resources.
• Third-Party Applications and Liability: You acknowledge and agree that Nexly is not responsible for any third-party applications, services, or products developed using Developer Resources, including any defects, security vulnerabilities, legal violations, or damages arising therefrom. To the maximum extent permitted by law, Nexly disclaims all liability, warranties, or obligations associated with third-party applications or services.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising from or related to your use of Developer Resources, your development or distribution of applications or services, or any violation of this Section 22.
• Termination and Suspension: Nexly may, at its sole discretion and without prior notice, suspend, restrict, or terminate your access to Developer Resources for any reason, including violation of these Terms, misuse, or technical or security concerns. Sections concerning intellectual property, indemnification, disclaimers, and limitations of liability shall survive any termination.
• Survival: The provisions of this Section 22, including license restrictions, prohibited activities, disclaimers, indemnification, and intellectual property rights, shall survive termination, suspension, or expiration of your account or access to the Services.

By accessing or using Developer Resources, you acknowledge and agree that your use is subject to these Terms, that Nexly retains all rights and ownership of Developer Resources, and that you assume all responsibility and risk associated with development, integration, and distribution of applications or services using these resources.

23. Data Retention, Backup, and Recovery

The following provisions govern the retention, backup, and recovery of user data, including account information, User Content, and any other information submitted, generated, or stored through the Services (“User Data”). These provisions clarify Nexly’s practices, limitations, and your responsibilities regarding data management.

• Data Retention: Nexly may retain User Data in accordance with its internal policies, operational requirements, and applicable legal, regulatory, or contractual obligations. Retention periods may vary based on the type of data, regulatory compliance requirements, or business needs. You acknowledge and agree that User Data may be stored, archived, or deleted in accordance with Nexly’s policies, and that Nexly is not obligated to retain any User Data beyond such periods.
• Backup Procedures: Nexly implements commercially reasonable administrative, technical, and physical measures to back up User Data to protect against accidental loss, corruption, or system failure. Backups may be stored in multiple geographic locations and may be subject to encryption and other security measures. However, Nexly does not guarantee the completeness, timeliness, or recovery of any User Data, and backup processes may not capture real-time changes or deletions.
• Data Recovery: Nexly may, at its discretion, attempt to restore User Data from backups in the event of accidental loss, corruption, or system failure. You acknowledge that data recovery is subject to technical limitations, the retention schedule of backups, and other operational constraints. Nexly does not guarantee that any specific User Data can be recovered, and you assume the risk of data loss.
• User Responsibilities: You are responsible for maintaining your own copies of critical User Data, implementing appropriate security practices, and taking precautions to prevent data loss, corruption, or unauthorized access. Nexly recommends periodic downloads or exports of User Data for your own records.
• Limitations of Liability: To the maximum extent permitted by law, Nexly shall not be liable for any lost, corrupted, incomplete, or inaccessible User Data resulting from technical failures, human error, breaches, cyberattacks, force majeure events, or other circumstances beyond Nexly’s reasonable control. Your sole remedy for any data loss shall be recovery from available backups, if and to the extent available.
• Compliance with Laws: Data retention, backup, and recovery practices are conducted in accordance with applicable data protection, privacy, and regulatory requirements, including, without limitation, the GDPR, CCPA, or other jurisdiction-specific regulations where applicable.
• Survival: The provisions of this Section 23, including disclaimers, limitations of liability, user responsibilities, and Nexly’s rights to retain or delete data, shall survive the termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that User Data may be retained, backed up, or recovered according to Nexly’s policies and operational practices, that Nexly does not guarantee complete recovery, and that you assume all associated risks of data loss or corruption.

24. Security and Responsible Use

The following provisions govern your obligations, responsibilities, and Nexly’s rights concerning the security of your account, devices, and use of the Services. These provisions are intended to promote responsible behavior, protect the integrity of the Services, and mitigate risks associated with unauthorized access or security vulnerabilities.

• User Security Obligations: You are solely responsible for maintaining the confidentiality, security, and integrity of your account credentials, including usernames, passwords, authentication tokens, and any other identifiers or credentials associated with your account. You agree to use strong, unique passwords, enable multifactor authentication where available, and implement commercially reasonable security measures to protect your account and any devices used to access the Services. You shall not share account credentials with unauthorized individuals, and you are responsible for all activities conducted under your account, whether authorized or unauthorized.
• Responsible Use of Services: You agree to use the Services in a manner that does not compromise the security, availability, or integrity of the Services, Nexly’s systems, or other users’ accounts. You shall not engage in activities that may introduce viruses, malware, or other harmful code, attempt to gain unauthorized access to the Services or other accounts, or interfere with the normal operation of the Services.
• Reporting Security Incidents: You must promptly notify Nexly of any suspected security vulnerabilities, unauthorized access, data breaches, or other incidents that could compromise the Services or your account. Reporting should be made through the channels designated by Nexly, and you agree to cooperate with any investigation, mitigation, or remediation efforts as reasonably requested by Nexly.
• Suspension, Restriction, or Termination: Nexly may, at its sole discretion and without prior notice, suspend, restrict, or terminate your access to the Services if unsafe practices, security risks, or potential breaches are detected. Such measures may include temporary suspension, restriction of functionality, or full account termination. Nexly shall not be liable for any losses, damages, or claims arising from such actions.
• Limitations of Liability: To the maximum extent permitted by law, Nexly shall not be liable for any loss, damage, or harm resulting from unauthorized access, security breaches, user negligence, or failure to comply with the security obligations outlined in this Section. Your sole remedy for security incidents shall be the mitigation and remediation measures provided by Nexly in accordance with applicable law and these Terms.
• Survival: The provisions of this Section 24, including user obligations, reporting requirements, limitations of liability, and Nexly’s rights to suspend or restrict access, shall survive termination, suspension, or expiration of your account or these Terms.

By accessing or using the Services, you acknowledge and agree to adhere to all security and responsible use obligations set forth in this Section, to promptly report any security incidents, and to accept that Nexly may take protective measures to maintain the security and integrity of the Services without liability.

25. Partnerships, Integrations, and Third-Party Services

The following provisions govern your use of third-party integrations, partner services, and other external components made available through or connected to the Services (“Third-Party Services”). These provisions clarify Nexly’s rights, disclaimers, and your responsibilities in connection with such services and integrations.

• Third-Party Integrations: The Services may integrate with or provide access to Third-Party Services, including but not limited to external platforms, software, APIs, or other products offered by partners or affiliates of Nexly. Access to and use of such Third-Party Services is governed by the applicable terms, policies, and agreements of the respective third-party provider. You acknowledge and agree that Nexly is not a party to, and does not control or endorse, the content, operations, or functionality of Third-Party Services.
• Reliance and Evaluation: You are solely responsible for evaluating the suitability, security, functionality, and compliance of Third-Party Services before using or integrating them with the Services. Nexly makes no representations, warranties, or guarantees regarding the quality, performance, accuracy, reliability, or legality of Third-Party Services and shall not be responsible for any risks, losses, or damages arising from your use of, or reliance on, such services.
• Disclaimers of Liability: To the maximum extent permitted by law, Nexly disclaims all liability, whether direct, indirect, consequential, or incidental, arising from or related to your use of Third-Party Services or integrations, including any disruptions, data loss, breaches of security, or failure to comply with applicable laws or regulations. Your use of Third-Party Services is at your sole risk.
• User Responsibility and Compliance: You agree to comply with all applicable terms, policies, or agreements imposed by third-party providers when using integrations, including but not limited to licensing, subscription, access, or usage restrictions. You shall not use Third-Party Services for unlawful, harmful, or malicious purposes and remain responsible for any content, transactions, or activities conducted through such services.
• Modification or Termination of Integrations: Nexly may, at its sole discretion, modify, suspend, or terminate access to Third-Party Services or integrations at any time without liability. Nexly is not responsible for any disruptions, loss of functionality, or consequences resulting from changes to or termination of Third-Party Services.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising from or related to your use of Third-Party Services or integrations, or any violation of this Section 25.
• Survival: The provisions of this Section 25, including disclaimers, limitations of liability, user responsibilities, and indemnification, shall survive termination, suspension, or expiration of your account or these Terms.

By using Third-Party Services or integrations, you acknowledge and agree that Nexly has no control over such services, that your use is at your own risk, and that you remain responsible for compliance with all applicable third-party terms, policies, and legal requirements.

26. Notifications and Communications

The following provisions govern the delivery, consent, and management of notifications and communications in connection with your use of the Services, including account-related messages, updates, promotions, and legal notices.

• Electronic Communications: By using the Services, you consent to receive communications from Nexly via email, in-app messages, push notifications, SMS, or other electronic means (collectively, “Electronic Communications”). Electronic Communications may include, without limitation, account alerts, service updates, notices of policy changes, marketing and promotional messages, administrative communications, and legal notices. Such communications shall be deemed effective and legally binding upon transmission to the contact information associated with your account or as otherwise provided by you.
• Consent and Agreement: You expressly consent to the receipt of Electronic Communications and agree that such communications satisfy any legal requirement for written notice, including notices regarding modifications to these Terms, Privacy Policy, or other policies. You acknowledge that certain communications, including those necessary for the operation, security, or maintenance of your account, are mandatory and cannot be opted out of.
• Opt-Out of Marketing Communications: Where permitted by applicable law, you may manage your preferences or opt out of receiving marketing or promotional Electronic Communications through account settings, unsubscribe links, or other mechanisms provided by Nexly. Opting out of marketing communications does not affect your obligation to receive mandatory service-related or legal notifications necessary for the operation, maintenance, or security of your account.
• Accuracy of Contact Information: You are responsible for maintaining accurate and up-to-date contact information in your account settings. Nexly shall not be liable for any failure to deliver Electronic Communications caused by outdated, incorrect, or incomplete contact information provided by you.
• Legal and Regulatory Compliance: All Electronic Communications will be conducted in accordance with applicable laws and regulations, including, without limitation, laws governing electronic communications, consumer protection, and data privacy. You acknowledge that certain communications may be required by law or regulation and cannot be waived.
• Survival: The provisions of this Section 26, including your consent to Electronic Communications, obligations to maintain accurate contact information, and limitations on opting out, shall survive termination, suspension, or expiration of your account or these Terms.

By accessing or using the Services, you acknowledge and agree that Nexly may send Electronic Communications regarding your account, updates, promotions, and legal notices, that such communications are deemed effective upon transmission, and that you are responsible for maintaining accurate contact information to receive these communications.

27. Accessibility and User Support

The following provisions govern Nexly’s commitment to accessibility, the availability and scope of user support, and your responsibilities in accessing assistance or utilizing the Services in accordance with accessibility standards.

• Accessibility Commitment: Nexly is committed to designing and maintaining the Services in a manner that promotes accessibility for individuals with disabilities, in accordance with applicable laws and standards, including, without limitation, the Web Content Accessibility Guidelines (WCAG) and other jurisdiction-specific accessibility requirements. While Nexly strives to ensure that the Services are usable by all individuals, you acknowledge that certain features, content, or third-party integrations may not be fully accessible in all circumstances, and Nexly makes no guarantees regarding universal accessibility.
• User Support Availability: Nexly provides user support and assistance through help centers, FAQs, documentation, tutorials, chatbots, or contact forms (collectively, “Support Services”). Support Services may be limited in scope, availability, or response time, and Nexly does not guarantee continuous, immediate, or uninterrupted access to support. Response times, resolution of inquiries, and availability of support staff may vary based on factors outside Nexly’s control.
• User Responsibilities: You are responsible for utilizing available Support Services to address questions, technical issues, or accessibility concerns, and for following guidance, instructions, or recommendations provided through such channels. You acknowledge that successful resolution of issues may require cooperation with Nexly, provision of accurate information, and compliance with applicable instructions.
• Limitations of Liability: To the maximum extent permitted by law, Nexly disclaims all liability arising from the unavailability, delay, incompleteness, or inadequacy of Support Services, or from any limitations in accessibility or usability of the Services. You acknowledge that certain accessibility barriers may be beyond Nexly’s control, including third-party content, integrations, or device-specific limitations.
• Compliance with Laws: Nexly’s accessibility and support practices are conducted in accordance with applicable accessibility, disability rights, and consumer protection laws. Nothing in this Section 27 limits your rights under such laws where they cannot be waived.
• Survival: The provisions of this Section 27, including disclaimers, user responsibilities, and Nexly’s commitments regarding accessibility and support, shall survive termination, suspension, or expiration of your account or these Terms.

By accessing or using the Services, you acknowledge and agree that Nexly strives to maintain accessible Services and provide user support, that such support is provided on a commercially reasonable basis, and that you remain responsible for seeking assistance and following provided guidance in connection with accessibility or other issues.

28. Marketing and Promotional Content

The following provisions govern your receipt of marketing communications, participation in promotions or contests, and interactions with third-party promotional offers in connection with the Services.

• Consent to Marketing Communications: By accessing or using the Services, you expressly consent to receive marketing materials, promotional offers, newsletters, or other communications from Nexly via email, in-app messages, push notifications, SMS, or other electronic means (“Marketing Communications”). Marketing Communications are provided in accordance with applicable law, including data protection, consumer protection, and electronic communications regulations. Your consent to receive Marketing Communications constitutes acceptance of such communications as valid and legally binding.
• Contests, Sweepstakes, and Promotions: From time to time, Nexly may offer contests, sweepstakes, or other promotional activities (“Promotions”). Participation in Promotions is voluntary and subject to the specific rules, terms, and conditions provided for each Promotion. You acknowledge that Promotions may be limited in availability, subject to eligibility requirements, and that Nexly does not guarantee prize fulfillment, accuracy of Promotion materials, or error-free execution. Nexly disclaims all liability for technical failures, administrative errors, or disputes arising from Promotions.
• Third-Party Promotional Offers: The Services may provide access to or information about third-party promotions, offers, or incentives (“Third-Party Promotions”). Such Third-Party Promotions are governed by the respective terms, conditions, and privacy policies of the third-party provider. Nexly does not endorse, guarantee, or assume liability for the availability, accuracy, legality, or fulfillment of Third-Party Promotions, and your participation in such offers is solely at your risk.
• Opt-Out and Preference Management: Where permitted by applicable law, you may manage your preferences or opt out of Marketing Communications through account settings, unsubscribe links, or other mechanisms provided by Nexly. Opting out of Marketing Communications does not affect your receipt of mandatory service-related or legal notifications required for the operation or security of your account.
• Compliance with Laws: Marketing Communications, Promotions, and Third-Party Promotions are conducted in accordance with applicable local, national, and international laws, including regulations governing advertising, sweepstakes, and consumer rights. You acknowledge that compliance with such laws may vary by jurisdiction, and that Nexly may restrict participation in Promotions or Marketing Communications where required by law.
• Survival: The provisions of this Section 28, including your consent to Marketing Communications, disclaimers regarding Promotions and Third-Party Promotions, and limitations on liability, shall survive termination, suspension, or expiration of your account or these Terms.

By accessing or using the Services, you acknowledge and agree that you may receive Marketing Communications, that participation in Promotions is voluntary and subject to specific rules, and that Nexly is not responsible for third-party promotional offers, fulfillment issues, or errors in marketing content.

29. Platform Updates, Deprecation, and Legacy Features

The following provisions govern updates, modifications, feature deprecation, and the handling of legacy functionalities within the Services. These provisions clarify Nexly’s rights, user responsibilities, and limitations of liability regarding changes to the platform.

• Updates and Modifications: Nexly may, at its sole discretion and without prior notice, update, modify, enhance, or otherwise change the Services, including features, user interfaces, workflows, functionality, performance, or security measures (“Updates”). Your continued use of the Services after the implementation of Updates constitutes your acceptance of such changes. Updates may be deployed automatically and may require you to adopt new practices, settings, or configurations.
• Deprecation of Features and Legacy Functionality: Nexly may, at its discretion, discontinue, retire, or deprecate specific features, APIs, modules, or other functionalities (“Legacy Features”). Legacy Features may be partially or fully removed from the Services and may no longer be supported, maintained, or available for use. Users are responsible for adapting to Updates, migrating data, or modifying integrations to ensure continued operation in the absence of deprecated features.
• Transition Periods and Notifications: When feasible, Nexly may provide advance notice, transition guidance, or deprecation schedules for Legacy Features. However, Nexly makes no guarantee regarding the duration of transition periods, the availability of replacement features, or the effectiveness of migration tools, and you acknowledge that immediate changes may occur in certain circumstances.
• Disclaimer of Liability: To the maximum extent permitted by law, Nexly disclaims all liability for any loss, inconvenience, reduced functionality, or damages resulting from Updates, deprecation, or discontinuation of features, including Legacy Features. Nexly does not guarantee backward compatibility, continued support, or uninterrupted access to any specific feature or functionality.
• User Responsibilities: You are responsible for monitoring Updates, understanding changes to the Services, and taking appropriate actions to maintain compatibility with your use cases, integrations, or workflows. This includes, without limitation, updating software, adapting workflows, or exporting and migrating data as needed.
• Compliance with Policies: All Updates, modifications, and deprecations are subject to these Terms and applicable Nexly policies, including but not limited to Sections 11–28, governing intellectual property, data privacy, security, and responsible use.
• Survival: The provisions of this Section 29, including disclaimers, user responsibilities, and Nexly’s rights regarding Updates and Legacy Features, shall survive termination, suspension, or expiration of your account or these Terms.

By accessing or using the Services, you acknowledge and agree that the platform may be updated, modified, or deprecated at Nexly’s discretion, that continued use constitutes acceptance of changes, and that Nexly is not liable for discontinued or legacy features or any related impacts.

30. Compliance with Laws and Export Regulations

The following provisions govern your obligations to comply with applicable laws, regulations, and export controls in connection with your use of the Services. These provisions clarify responsibilities, restrictions, and limitations related to legal and regulatory compliance.

• General Legal Compliance: You agree to comply with all applicable local, national, and international laws, rules, and regulations in connection with your access to and use of the Services, including, without limitation, laws relating to anti-corruption, anti-bribery, anti-money laundering, consumer protection, data protection, privacy, intellectual property, cybersecurity, and trade controls. You shall not use the Services in any manner that violates any such law or regulation.
• Export and Trade Control Restrictions: You shall not, directly or indirectly, export, re-export, transfer, or otherwise make available the Services, any software, technical information, or related materials to any country, entity, or individual prohibited by U.S. export laws, the export control laws of other applicable jurisdictions, or applicable international sanctions programs. This includes, without limitation, countries or persons subject to embargoes, economic sanctions, or restricted party lists. You represent and warrant that you are not located in, under the control of, or a national of any such restricted jurisdiction.
• User Responsibility and Due Diligence: You are solely responsible for understanding and complying with all applicable laws, regulations, and export restrictions that govern your use of the Services, including import/export controls, customs regulations, and other international trade laws. Nexly makes no representation or warranty that your use of the Services is lawful in any specific jurisdiction and disclaims all liability for your failure to comply with such laws.
• Reporting Obligations: You agree to promptly notify Nexly of any suspected or actual violations of applicable laws or export regulations in connection with the Services, including unauthorized access, use, or transfer of the Services or related technical information.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, liabilities, fines, penalties, or expenses (including reasonable attorneys’ fees) arising out of or related to your failure to comply with applicable laws, regulations, or export controls in connection with the Services.
• Survival: The provisions of this Section 30, including your legal compliance obligations, representations, warranties, reporting obligations, and indemnification, shall survive termination, suspension, or expiration of your account or these Terms.

By accessing or using the Services, you acknowledge and agree that you are responsible for compliance with all applicable local and international laws, regulations, and export controls, that your use of the Services must not violate any legal or regulatory requirements, and that Nexly disclaims all liability for noncompliance on your part.

31. Beta Testing, Pilot Programs, and Early Access

The following provisions govern your participation in beta, pilot, or early access programs (“Beta Programs”) provided by Nexly. These provisions clarify your responsibilities, limitations, and the scope of Nexly’s rights in connection with experimental features.

• Participation and Access: Participation in Beta Programs is voluntary and limited in scope. Access to Beta Programs is granted on a temporary, revocable, and non-exclusive basis, and Nexly may modify, suspend, or terminate access at any time for any reason, without liability. You acknowledge and agree that Beta Program features may be unstable, incomplete, experimental, or subject to change, including potential removal, functional alterations, or discontinuation without notice.
• No Warranties or Guarantees: Beta Programs, including any associated features, functionality, content, or integrations, are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise. Nexly expressly disclaims any warranty of merchantability, fitness for a particular purpose, reliability, accuracy, security, or uninterrupted availability. You assume all risks, known or unknown, associated with participation in Beta Programs, including data loss, system instability, or operational disruption.
• Feedback and Intellectual Property: Any feedback, suggestions, ideas, or data you provide in connection with Beta Programs (“Beta Feedback”) shall be governed by Section 13 (Feedback and Suggestions). By providing Beta Feedback, you irrevocably assign, transfer, and convey to Nexly all right, title, and interest, without expectation of compensation. Nexly may use, reproduce, modify, distribute, or incorporate Beta Feedback in any manner, in its sole discretion.
• User Responsibilities: You agree to use Beta Programs in a responsible and lawful manner, in accordance with these Terms and applicable laws. You shall not exploit or reverse engineer Beta Program features, attempt to gain unauthorized access, or interfere with the operation, security, or integrity of experimental functionalities.
• Limitations of Liability: To the maximum extent permitted by law, Nexly shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from your participation in Beta Programs, including loss of data, revenue, business opportunities, or operational disruptions.
• Survival: The provisions of this Section 31, including disclaimers, feedback assignments, user responsibilities, and limitations of liability, shall survive termination, suspension, or expiration of your account or these Terms.

By participating in Beta Programs, you acknowledge and agree that access is temporary and experimental, that you assume all associated risks, that Beta Feedback is assigned to Nexly, and that Nexly disclaims all warranties and liability in connection with such programs.

32. Intellectual Property Infringement Notices

The following provisions govern the reporting, processing, and handling of alleged intellectual property infringement claims in connection with the Services, including copyrights, trademarks, patents, and other proprietary rights.

• Reporting Alleged Infringement: Users may report alleged infringement of intellectual property rights, including copyrights, trademarks, or other proprietary rights (“Infringement Claims”), through Nexly’s designated reporting mechanisms, such as an online form, email address, or other contact method provided by Nexly (“Reporting Mechanism”). All Infringement Claims must include sufficient information to permit Nexly to assess the claim, including identification of the allegedly infringing material, your contact information, and a statement of good faith belief that the use of the material is unauthorized.
• DMCA and Other Legal Procedures: Nexly will process valid takedown notices in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Users submitting Infringement Claims represent and warrant that they have a good faith belief in the accuracy and validity of their claims, and that the information provided is truthful and complete. Nexly may, at its discretion, permit counter-notices or responses as required by law and will act in compliance with applicable notice-and-takedown procedures.
• Evaluation and Action: Upon receipt of an Infringement Claim, Nexly may review, remove, disable access to, or otherwise restrict the allegedly infringing content. Nexly reserves the right, in its sole discretion, to determine whether reported content constitutes a violation of intellectual property rights. Nexly is not obligated to investigate claims beyond the minimum legal requirements and may take no action if the claim is deficient or unsupported.
• Disclaimer of Liability: To the maximum extent permitted by law, Nexly disclaims all liability arising from Infringement Claims, including the submission, processing, removal, blocking, or restoration of content. Nexly shall not be responsible for any damages, losses, or disputes resulting from the exercise of its discretion in handling reported infringement.
• User Indemnification: Users submitting Infringement Claims agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising out of false, inaccurate, or fraudulent claims of infringement.
• Survival: The provisions of this Section 32, including reporting obligations, disclaimers, indemnification, and limitations of liability, shall survive termination, suspension, or expiration of your account or these Terms.

By submitting an Infringement Claim, you acknowledge and agree that you are responsible for the accuracy and validity of your claim, that Nexly may act at its discretion in processing, removing, or restoring content, and that Nexly disclaims all liability for actions taken in connection with intellectual property notices.

33. Content Licensing to Other Users

The following provisions govern your sharing, licensing, and publication of User Content to other users via the Services, and clarify your representations, granted rights, restrictions, and Nexly’s role in facilitating content access.

• User Representations and Warranties: By sharing, posting, or publishing any content (“User Content”) through the Services, you represent and warrant that you have all necessary rights, title, and permissions to grant the licenses set forth herein. You further represent and warrant that your User Content does not infringe, misappropriate, or otherwise violate the intellectual property, privacy, publicity, or other legal rights of any third party, and that it complies with these Terms, community standards, and all applicable laws and regulations.
• Facilitation License to Nexly: By sharing User Content with other users via the Services, you hereby grant Nexly a limited, worldwide, royalty-free, non-exclusive, sublicensable license to use, copy, store, display, distribute, transmit, and otherwise make your User Content available solely for the purpose of facilitating access, display, and interaction with other users within the Services (“Facilitation License”). The Facilitation License is revocable by Nexly at its discretion, and does not grant Nexly ownership of your User Content.
• User Restrictions and Prohibited Conduct: You shall not (i) misrepresent ownership or authorship of User Content, (ii) sublicense or otherwise distribute content in violation of intellectual property or other legal rights of third parties, (iii) modify, adapt, or circumvent technological measures to access content inappropriately, or (iv) otherwise use the Services to infringe or violate the rights of others. Nexly reserves the right, but is not obligated, to monitor or remove User Content that it deems to violate these Terms or applicable law.
• Liability and Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, fines, penalties, or expenses (including reasonable attorneys’ fees) arising out of or related to your User Content or any breach of the representations and warranties in this Section 33.
• Disclaimer: Nexly does not claim ownership of your User Content and makes no guarantees regarding the use, display, or sharing of User Content by other users. Nexly disclaims all liability arising from interactions between users or third-party use of User Content.
• Survival: The provisions of this Section 33, including user representations, the Facilitation License, restrictions, liability, and disclaimers, shall survive termination, suspension, or expiration of your account or these Terms.

By sharing User Content with other users through the Services, you acknowledge and agree that you have the necessary rights, grant Nexly a limited license to facilitate sharing, comply with restrictions on use, and indemnify Nexly against claims related to your content.

34. Promotional Codes, Rewards, and Incentives

The following provisions govern your use of promotional codes, rewards, loyalty points, discounts, or other incentives (“Promotions”) offered through the Services, including limitations, disclaimers, and Nexly’s rights with respect to Promotions.

• Eligibility and Use of Promotions: Promotions are subject to these Terms and any additional rules, conditions, or instructions specific to each Promotion (“Promotion Rules”). By redeeming or using a Promotion, you represent and warrant that you meet all eligibility requirements and agree to comply with all applicable Promotion Rules. Promotions may be limited to certain users, geographic regions, accounts, or time periods as specified by Nexly.
• Limitations and Restrictions: Promotions may be subject to expiration dates, usage limits, or other restrictions specified in the Promotion Rules. Nexly reserves the right, at its sole discretion, to cancel, suspend, modify, or revoke any Promotion at any time, for any reason, and without prior notice. Promotions may not be combined with other offers or discounts unless expressly permitted. Misuse, fraudulent redemption, or failure to comply with Promotion Rules may result in invalidation of the Promotion.
• Non-Transferability and Non-Guarantee: Promotions are non-transferable and have no cash or monetary value except as expressly provided in the Promotion Rules. Nexly does not guarantee the availability, usability, value, or benefits of any Promotion, and promotions may be limited by technical, operational, or legal constraints.
• Disclaimer of Liability: To the maximum extent permitted by law, Nexly disclaims all liability arising from the issuance, redemption, expiration, cancellation, modification, or inability to use Promotions, including any loss of value, inconvenience, or damages resulting from errors, technical issues, or misapplication.
• User Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of your misuse of Promotions, violation of these Terms, or failure to comply with applicable Promotion Rules.
• Survival: The provisions of this Section 34, including disclaimers, limitations, and indemnification obligations, shall survive termination, suspension, or expiration of your account or these Terms.

By redeeming or using Promotions through the Services, you acknowledge and agree to comply with Promotion Rules, assume all associated risks, and release Nexly from any liability arising from the issuance, redemption, or expiration of Promotions.

35. User Reviews and Ratings

The following provisions govern the submission, moderation, and licensing of user reviews, ratings, and similar feedback (“Reviews”) provided through the Services, including your responsibilities, Nexly’s rights, and limitations of liability.

• Submission Rules and Representations: By submitting Reviews, you represent and warrant that your Reviews are accurate, truthful, lawful, and respectful, and do not violate any applicable law, third-party right, or these Terms. You agree not to submit fraudulent, misleading, defamatory, obscene, harassing, discriminatory, or otherwise inappropriate content. Reviews must not contain viruses, malware, or other harmful code, and you may not impersonate any person or entity when submitting content.
• Moderation and Removal Rights: Nexly reserves the sole discretion to monitor, review, remove, edit, or restrict access to Reviews that it deems inappropriate, inaccurate, misleading, or in violation of these Terms or applicable law. Such moderation may occur with or without notice and shall not constitute a waiver of Nexly’s rights or obligations. Nexly is under no obligation to pre-screen, review, or approve Reviews before publication.
• License Grant: By submitting Reviews, you grant Nexly a worldwide, non-exclusive, fully paid, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, publish, perform, or otherwise exploit your Reviews in connection with the Services, marketing, promotional materials, or other Nexly products and services. This license survives termination of your account or these Terms.
• User Responsibilities: You are responsible for ensuring the content of your Reviews complies with these Terms, including intellectual property, privacy, and content standards. You acknowledge that other users may rely on your Reviews and that you assume all responsibility for your submissions.
• Disclaimer of Liability: To the maximum extent permitted by law, Nexly disclaims all liability arising from the publication, moderation, or use of Reviews, including any claims, damages, or disputes resulting from user reliance on Reviews or interactions between users. Nexly does not endorse, guarantee, or verify the accuracy, completeness, or reliability of any Reviews submitted by users.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, fines, penalties, or expenses (including reasonable attorneys’ fees) arising out of your Reviews or any violation of these Terms in connection with your submissions.
• Survival: The provisions of this Section 35, including your representations, license grant, disclaimers, indemnification, and obligations, shall survive termination, suspension, or expiration of your account or these Terms.

By submitting Reviews or Ratings, you acknowledge and agree that you are responsible for the content of your submissions, that Nexly may moderate or remove content at its discretion, and that you grant Nexly a license to use your Reviews while disclaiming liability for user interactions or reliance on content.

36. Event Participation and Webinars

The following provisions govern your participation in events, webinars, workshops, or other online or offline sessions (“Events”) offered or facilitated by Nexly, including your responsibilities, consent, and limitations of liability.

• Eligibility and Participation: Attendance and participation in Events are subject to compliance with these Terms, any additional Event-specific rules or guidelines (“Event Rules”), applicable laws, and any technical or logistical requirements, including device compatibility, internet connectivity, and software installation. Nexly reserves the right, in its sole discretion, to deny, restrict, or terminate participation in Events for any reason, including noncompliance with Event Rules or these Terms, without liability.
• Technical Limitations and Disclaimers: Events may be subject to limitations, including technical failures, interruptions, or performance issues. Nexly does not guarantee uninterrupted access, full functionality, or the accuracy or completeness of any Event content. To the maximum extent permitted by law, Nexly disclaims all liability for damages, losses, or inconveniences arising from your participation in Events, including technical failures, delays, or errors.
• Third-Party Interactions: Events may include participation, contributions, or presentations by third parties. Nexly is not responsible for the content, actions, or conduct of third parties during Events and disclaims any liability arising from interactions between participants or with third-party presenters.
• Recording, Monitoring, and Use of Contributions: By participating in Events, you consent to the recording, monitoring, and use of your image, voice, submissions, questions, comments, or other contributions in connection with the Services, promotional materials, or other Nexly products, subject to applicable law. Nexly may store, reproduce, distribute, or display such contributions at its discretion, without compensation or further consent from you.
• User Responsibilities: You agree to participate respectfully, comply with Event Rules, and avoid conduct that disrupts the Event or infringes the rights of others. You are responsible for maintaining the confidentiality of any account or access credentials used to join Events.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, fines, penalties, or expenses (including reasonable attorneys’ fees) arising out of your participation in Events, your contributions, or any violation of these Terms.
• Survival: The provisions of this Section 36, including disclaimers, consent, indemnification, and obligations, shall survive termination, suspension, or expiration of your account or these Terms.

By participating in Events, you acknowledge and agree to comply with Event Rules, assume all risks associated with participation, consent to the recording and use of your contributions, and release Nexly from liability for technical issues, third-party interactions, or any other Event-related matters.

37. Service Analytics and Research Participation

The following provisions govern user participation in research studies, surveys, analytics programs, or other data collection initiatives (“Research Activities”) conducted or facilitated by Nexly, including your responsibilities, consent, and limitations of liability.

• Voluntary Participation: Participation in Research Activities is entirely voluntary. You may choose to participate or decline without penalty, and your decision to participate does not affect your access to or use of the Services. Nexly reserves the right, in its sole discretion, to invite or restrict participation based on eligibility, operational requirements, or other criteria.
• Data Collection, Processing, and Use: By participating in Research Activities, you consent to the collection, storage, processing, analysis, and use of information and data provided by you, including personal, usage, behavioral, and demographic data, in accordance with Nexly’s Privacy Policy. Data may be anonymized, aggregated, or otherwise de-identified for research, analytics, product improvement, or other lawful purposes. Nexly may share aggregated or anonymized research findings with affiliates, partners, or the public, provided that such sharing does not directly identify individual participants.
• Accuracy and Integrity of Participation: You agree to provide accurate, truthful, and complete information when participating in Research Activities. Nexly may disqualify or disregard submissions that are fraudulent, incomplete, or otherwise in violation of Research Activity rules, and may restrict further participation at its discretion.
• Disclaimers and Limitation of Liability: To the maximum extent permitted by law, Nexly disclaims all liability arising from participation in Research Activities, including but not limited to any decisions, outcomes, interpretations, or impacts resulting from such participation. Nexly does not guarantee that participation will result in any specific benefit, reward, or outcome, and is not responsible for any technical, operational, or analytical errors or delays.
• Intellectual Property: Any suggestions, ideas, or contributions made during Research Activities may be used by Nexly in accordance with Section 13 (Feedback and Suggestions). You hereby assign all rights, title, and interest in such contributions to Nexly without expectation of compensation or acknowledgment.
• User Responsibilities and Compliance: You are responsible for complying with all applicable laws, regulations, and Research Activity-specific instructions. You must not use Research Activities to submit unlawful, infringing, or otherwise prohibited content.
• Survival: The provisions of this Section 37, including disclaimers, data processing consent, intellectual property assignments, and user responsibilities, shall survive termination, suspension, or expiration of your account or these Terms.

By participating in Research Activities, you acknowledge and agree that your participation is voluntary, that data may be collected and analyzed in accordance with Nexly’s Privacy Policy, that contributions may be assigned to Nexly, and that Nexly disclaims all liability arising from participation.

38. Account Sharing and Multi-User Access

The following provisions govern the use, security, and management of accounts on the Services, including restrictions on sharing, liability for account activity, and Nexly’s rights to suspend or terminate accounts.

• Personal and Non-Transferable Accounts: Your account credentials, including username, password, and other authentication mechanisms (“Account Credentials”), are personal, non-transferable, and intended solely for your individual use. You may not share, sublicense, sell, or otherwise transfer access to your account to any third party without Nexly’s prior written consent. Any attempt to provide access to unauthorized individuals is strictly prohibited.
• Prohibited Multi-User or Simultaneous Access: Simultaneous access to your account by multiple individuals, use of multiple accounts to circumvent limits, or other attempts to exploit account access for unauthorized purposes are strictly prohibited. Nexly may monitor, limit, or restrict account activity to enforce these restrictions.
• User Responsibility and Liability: You are solely responsible for all activity conducted through your account, whether by you or by any person to whom you have granted access in violation of these Terms. You agree to promptly notify Nexly of any unauthorized use or suspected compromise of your Account Credentials. You remain liable for all consequences, damages, losses, or claims arising from unauthorized or improper use of your account.
• Suspension and Termination Rights: Nexly reserves the right, at its sole discretion, to suspend, restrict, or terminate accounts that violate these Terms, including rules regarding sharing or multi-user access, without notice or liability. Suspension or termination of accounts shall not affect Nexly’s rights under other provisions of these Terms, including indemnification or liability disclaimers.
• Security Measures: You agree to maintain the confidentiality of your Account Credentials, use strong passwords, implement recommended security practices, and follow any additional instructions provided by Nexly to protect account access. Nexly may implement technical measures, such as multi-factor authentication or usage monitoring, to enforce account security.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising from unauthorized access, misuse, or sharing of your account in violation of these Terms.
• Survival: The provisions of this Section 38, including your responsibilities, security obligations, indemnification, and Nexly’s rights, shall survive termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that your account is personal, that sharing credentials or permitting unauthorized access is prohibited, that you are liable for all activity on your account, and that Nexly may suspend or terminate accounts for violations without liability.

39. Archival and Recordkeeping

The following provisions govern the storage, retention, and accessibility of data, content, and records within the Services, including user responsibilities, Nexly’s rights regarding archival processes, and limitations of liability.

• Storage, Retention, and Archival: Nexly may, at its sole discretion, store, archive, or retain data, content, account information, or other records (“Archived Records”) for operational, legal, regulatory, audit, or internal business purposes. Archival may include backups, historical logs, or copies of User Content necessary to maintain system integrity, support investigations, or comply with applicable law.
• Retention Periods and Policies: The retention duration of Archived Records is subject to Nexly’s internal retention policies, operational requirements, or legal obligations. Nexly may modify, delete, or otherwise manage Archived Records in accordance with these policies and applicable law, and is under no obligation to provide perpetual storage.
• User Responsibility: Users are solely responsible for maintaining their own copies, backups, and records of any data or content they consider important. Nexly does not guarantee that Archived Records will be complete, accessible, recoverable, or retrievable upon request.
• Disclaimers and Limitation of Liability: To the maximum extent permitted by law, Nexly disclaims all liability for lost, corrupted, incomplete, delayed, or inaccessible Archived Records. Nexly is not responsible for any direct, indirect, incidental, consequential, or punitive damages arising from reliance on or failure of archival systems.
• Data Integrity and Security: Nexly implements reasonable technical and organizational measures to protect Archived Records from unauthorized access, alteration, or loss. However, no system is completely secure, and Nexly does not warrant or guarantee absolute integrity, confidentiality, or availability of archival records.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising from your failure to maintain your own backups or from reliance on Archived Records.
• Survival: The provisions of this Section 39, including disclaimers, user responsibilities, and indemnification obligations, shall survive termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that Nexly may archive data for operational or legal purposes, that you are responsible for maintaining your own backups, and that Nexly disclaims all liability related to the availability, completeness, accuracy, or integrity of Archived Records.

40. Legal Cooperation and Law Enforcement Requests

The following provisions govern Nexly’s cooperation with legal authorities, regulatory bodies, and law enforcement agencies, including disclosure of user information, user consent, and limitations of liability.

• Legal Compliance and Disclosure: Nexly may, at its sole discretion and to the extent required or permitted by applicable law, disclose user information, account data, communications, or content (“User Information”) to governmental authorities, law enforcement agencies, regulatory bodies, or courts in response to subpoenas, court orders, warrants, civil investigative demands, or other legal or regulatory processes. Disclosure may also occur to protect Nexly’s rights, enforce these Terms, prevent fraud, or ensure the security and integrity of the Services.
• Voluntary Disclosure: In addition to legally compelled disclosure, Nexly may, in its discretion, voluntarily provide User Information to authorities or third parties to address security threats, suspected illegal activity, or violations of these Terms. Such voluntary disclosures are made in good faith and in furtherance of Nexly’s legitimate interests.
• User Consent: By using the Services, you consent to the disclosure of your User Information as described in this Section, including disclosures required by law, requested by governmental authorities, or deemed necessary by Nexly to protect its rights or the rights of others. This consent survives termination or suspension of your account.
• Limitation of Liability: To the maximum extent permitted by law, Nexly shall not be liable for any consequences, claims, damages, or losses arising from lawful or good-faith disclosure of User Information under this Section. You acknowledge that such disclosures may occur without prior notice and that Nexly is not responsible for any resulting outcomes.
• Retention of Records: Any User Information disclosed pursuant to this Section may be retained, stored, or used by Nexly in accordance with its internal policies, retention schedules, or applicable legal requirements, and such retention shall not impose additional obligations or liability on Nexly.
• Indemnification: You agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising out of your failure to comply with applicable law or your misuse of the Services that results in legal or regulatory inquiries.
• Survival: The provisions of this Section 40, including user consent, limitations of liability, indemnification, and retention of records, shall survive termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that Nexly may disclose User Information in response to legal, regulatory, or law enforcement requests, that you consent to such disclosures, and that Nexly disclaims liability for any resulting consequences or damages.

41. Sponsored Content and Influencer Partnerships

The following provisions govern the creation, promotion, and interaction with sponsored content, brand partnerships, and influencer programs (“Sponsored Content”) on the Services, including user obligations, disclosure requirements, and limitations of liability.

• Creation and Promotion of Sponsored Content: Any content created, promoted, or shared as part of sponsored campaigns, brand partnerships, influencer programs, or marketing initiatives (“Sponsored Content”) must comply with applicable laws, regulations, and platform guidelines, including advertising and consumer protection laws. Users acknowledge and agree that Sponsored Content may contain commercial, promotional, or marketing intent and that Nexly does not control or endorse the views, accuracy, or claims made therein.
• User Interaction: Users interacting with Sponsored Content assume all risks associated with such interactions, including reliance on information, engagement with promotional offers, or participation in contests or campaigns. Nexly disclaims all liability for damages, losses, or claims arising from user engagement with Sponsored Content, including any content generated or promoted by third-party influencers or brand partners.
• Disclosure Obligations: Users participating in Sponsored Content, influencer programs, or brand partnerships are solely responsible for providing clear, conspicuous, and legally compliant disclosures of commercial relationships in accordance with applicable laws, regulations, and platform rules. Failure to provide proper disclosures may result in suspension, removal of content, or other remedial actions by Nexly, in addition to any legal consequences.
• Accuracy and Authenticity: Nexly does not guarantee the accuracy, authenticity, or legality of any Sponsored Content and shall not be held liable for any misleading, false, or unlawful claims contained in such content. Users acknowledge that content may be subject to errors or omissions and that responsibility for verification lies with the user engaging with such content.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising out of user creation, promotion, or interaction with Sponsored Content, including failure to comply with disclosure requirements or applicable law.
• Monitoring and Enforcement: Nexly reserves the right, at its sole discretion, to monitor, review, remove, or restrict Sponsored Content that it determines violates these Terms, applicable law, or platform guidelines. Such monitoring or enforcement shall not create any obligation for Nexly to review all content or to take action on all potential violations.
• Survival: The provisions of this Section 41, including disclaimers, user obligations, indemnification, and monitoring rights, shall survive termination, suspension, or expiration of your account or these Terms.

By engaging with the Services, you acknowledge and agree that Sponsored Content may include commercial or promotional intent, that you are responsible for legal disclosures, that Nexly disclaims liability for the authenticity or legality of such content, and that Nexly may enforce these provisions at its discretion.

42. Automated Notifications and Messaging

The following provisions govern automated communications, including push notifications, SMS, email, and other messaging delivered through the Services, outlining user consent, delivery expectations, opt-out mechanisms, and limitations of liability.

• Types of Communications: Nexly may send automated communications, including but not limited to push notifications, SMS, email, in-app messages, or other messaging formats (“Automated Messages”) related to service updates, account activity, security alerts, promotional offers, surveys, or other operational purposes. Automated Messages may contain transactional, informational, or marketing content.
• Consent: By using the Services, you expressly consent to receive Automated Messages as described herein. Such consent includes communications delivered via third-party messaging providers or network operators necessary to facilitate delivery of the Services.
• Opt-Out Mechanisms: Where permitted by applicable law, users may opt out of receiving marketing, promotional, or non-essential Automated Messages through account settings, unsubscribe links, or other mechanisms provided by Nexly. Opting out of marketing communications does not limit or affect receipt of mandatory service-related, security, or account notifications.
• Delivery Disclaimer: Nexly does not guarantee the delivery, timeliness, or accuracy of Automated Messages and disclaims all liability for delayed, misdirected, failed, or incomplete delivery due to network failures, technical errors, third-party service interruptions, or other causes beyond Nexly’s reasonable control.
• Technical Limitations: Automated Messages may be affected by device compatibility, carrier restrictions, or user device settings. Nexly is not responsible for limitations or failures arising from such factors, and users remain responsible for monitoring their account through supported channels.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising from your failure to comply with opt-out instructions, misuse of Automated Messages, or reliance on their content.
• Survival: The provisions of this Section 42, including disclaimers, consent, opt-out mechanisms, and indemnification obligations, shall survive termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that you may receive Automated Messages, that you are responsible for your notification settings, that Nexly disclaims liability for delivery issues, and that your consent and opt-out rights are governed by applicable law and these Terms.

43. Security Vulnerability Reporting

The following provisions govern the identification, reporting, and handling of security vulnerabilities, potential threats, or weaknesses within the Services (“Vulnerability Reports”), including user obligations, disclaimers, and Nexly’s rights.

• Reporting Procedures: Users are encouraged to report security vulnerabilities, potential threats, or other weaknesses in the Services promptly and in good faith through designated reporting channels provided by Nexly. Reports should include sufficient detail to allow Nexly to investigate and remediate the issue effectively. Users must comply with applicable laws, safe harbor guidelines, and ethical standards when submitting Vulnerability Reports.
• Good Faith and Legal Compliance: Vulnerability Reports must be submitted in a manner consistent with ethical security research practices. Users shall not engage in unauthorized access, disruption, or exploitation of the Services, and Nexly reserves the right to take legal or remedial action for any improper or malicious activity.
• No Compensation or Rewards: Submission of Vulnerability Reports does not entitle users to any compensation, financial reward, recognition, or acknowledgment, unless explicitly offered by Nexly in a formal program or agreement. Any such offers are subject to Nexly’s sole discretion and program rules.
• Handling of Reports: Nexly may investigate, mitigate, or remediate reported vulnerabilities at its sole discretion. Nexly does not guarantee timelines, prioritization, or resolution of any reported vulnerabilities and may determine not to act on certain reports based on technical, operational, or security considerations.
• Limitation of Liability: To the maximum extent permitted by law, Nexly disclaims all liability for any damages, losses, or claims arising from the discovery, reporting, or handling of vulnerabilities, including any issues occurring prior to remediation. Nexly is not responsible for vulnerabilities reported by third parties or for actions taken outside of its official channels.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from improper, malicious, or unlawful conduct in connection with Vulnerability Reports.
• Survival: The provisions of this Section 43, including disclaimers, limitations of liability, user obligations, and indemnification, shall survive termination, suspension, or expiration of your account or these Terms.

By submitting Vulnerability Reports, you acknowledge and agree to act in good faith, comply with legal and ethical standards, understand that compensation is not guaranteed, and accept that Nexly disclaims liability for any issues arising from vulnerabilities or their handling.

44. Marketplace and E-Commerce Transactions

The following provisions govern user-to-user transactions, sales, and trades conducted through Nexly’s platform (“Marketplace Transactions”), including responsibilities, liability disclaimers, dispute resolution, and compliance obligations.

• User Responsibilities and Compliance: Users engaging in Marketplace Transactions are solely responsible for all aspects of their transactions, including compliance with applicable local, national, and international laws, regulations, and tax obligations. This includes, without limitation, payment processing, shipping, delivery, quality of goods or services, returns, refunds, and accurate representations of products or services offered. Users warrant that they have full legal authority to engage in such transactions and that their listings or offers comply with all applicable laws.
• Platform Facilitation: Nexly acts solely as a technological facilitator of Marketplace Transactions and is not a party to any agreements, contracts, or transactions between users. Nexly does not assume any responsibility for the performance, legality, or outcomes of transactions conducted through the platform.
• Disclaimers and Limitation of Liability: To the maximum extent permitted by law, Nexly disclaims all liability for any damages, losses, or claims arising from Marketplace Transactions, including but not limited to product defects, misrepresentation, fraud, delivery failures, financial losses, or disputes between users. Users acknowledge that Nexly does not verify the identity, qualifications, or credentials of other users, nor does Nexly guarantee the accuracy, legality, or quality of goods or services listed or sold on the platform.
• Dispute Resolution Between Users: Users agree to resolve any disputes arising from Marketplace Transactions directly with the other party. Nexly may, at its sole discretion, provide tools, mediation, or assistance in resolving disputes but is under no obligation to intervene. Users waive any claims against Nexly related to dispute outcomes, unless otherwise required by applicable law.
• Payment and Financial Transactions: All financial transactions conducted through the platform are the sole responsibility of the users involved. Nexly may offer payment processing services, but Nexly is not liable for errors, delays, or failures in payment, fraudulent activity, chargebacks, or other financial losses. Users are responsible for using secure and lawful payment methods.
• Prohibited Conduct: Users may not use Marketplace Transactions to engage in illegal, fraudulent, deceptive, or otherwise prohibited activity, including the sale of counterfeit goods, stolen property, or restricted items. Nexly reserves the right to investigate, suspend, or terminate accounts engaged in prohibited conduct.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising from Marketplace Transactions, including any breach of these Terms, violations of law, or disputes with other users.
• Survival: The provisions of this Section 44, including disclaimers, indemnification, and user responsibilities, shall survive termination, suspension, or expiration of your account or these Terms.

By using the Services to engage in Marketplace Transactions, you acknowledge and agree that Nexly acts solely as a platform facilitator, that you are responsible for compliance and transaction outcomes, and that Nexly disclaims liability for disputes, financial losses, or the quality or legality of goods and services.

45. Community Governance and Moderation Policies

The following provisions govern the maintenance, moderation, and enforcement of community standards within the Services, including user obligations, Nexly’s rights, and limitations of liability.

• Community Guidelines and Conduct: Users agree to comply with Nexly’s community guidelines, rules, and policies (“Community Guidelines”), which include, but are not limited to, prohibitions on harassment, threats, hate speech, defamation, spam, impersonation, illegal activity, or other behavior deemed disruptive, harmful, or inappropriate. Users are responsible for ensuring that all content, communications, and interactions within the Services adhere to these standards.
• Content Moderation: Nexly reserves the sole discretion to monitor, review, remove, suspend, restrict, or otherwise moderate any content or account activity that Nexly determines, in its reasonable judgment, violates the Community Guidelines, applicable law, or these Terms. Such moderation actions may include temporary or permanent suspension of accounts, content removal, or other restrictions without prior notice and without liability to Nexly. Nexly is under no obligation to monitor or enforce compliance universally or consistently.
• Reporting Mechanisms: Users may report content or behavior they believe violates the Community Guidelines through designated reporting channels. Nexly may investigate, respond, or take action based on such reports at its sole discretion. Nexly does not guarantee investigation outcomes, resolution of reported issues, or any form of restitution to reporting users.
• Prohibited Retaliation: Users may not retaliate against others who report violations, participate in moderation, or raise complaints. Retaliatory behavior may result in account suspension, removal of content, or other enforcement actions.
• Disclaimer of Liability: Nexly disclaims all liability for user-generated content, interactions, disputes, or any consequences arising from moderation actions. Users acknowledge that Nexly does not endorse, verify, or guarantee the accuracy, legality, or appropriateness of any content submitted by other users.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising from user content, violations of Community Guidelines, or disputes with other users.
• Survival: The provisions of this Section 45, including disclaimers, user obligations, moderation rights, and indemnification, shall survive termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that you are responsible for adhering to Community Guidelines, that Nexly has broad discretion to moderate content and user accounts, and that Nexly disclaims liability for user interactions or moderation outcomes.

46. Accessibility Feedback

The following provisions govern the submission, use, and ownership of feedback, suggestions, or recommendations provided by users regarding accessibility features or functionality within the Services (“Accessibility Feedback”).

• Submission of Feedback: Users may voluntarily provide Accessibility Feedback through designated channels, forms, or communication methods provided by Nexly. Feedback should be submitted in a constructive and lawful manner, and users should avoid including personally identifiable information of third parties without consent. Nexly encourages detailed and actionable feedback to assist in improving the accessibility, usability, and inclusivity of the Services.
• No Obligation to Implement: Nexly is under no obligation to review, respond to, or implement Accessibility Feedback. Any use or incorporation of such feedback is at Nexly’s sole discretion, and Nexly may choose to adopt, modify, or disregard feedback without liability, notice, or compensation to the submitting user.
• Ownership and Licensing: By submitting Accessibility Feedback, users irrevocably assign and grant to Nexly a worldwide, perpetual, royalty-free, transferable, sublicensable right and license to use, reproduce, modify, distribute, display, create derivative works from, and incorporate such Feedback into the Services or other products, services, or technologies. Users retain no ownership rights in Feedback once submitted.
• Confidentiality: Unless otherwise agreed in writing, submitted Accessibility Feedback is not considered confidential. Users acknowledge that other users or third parties may develop similar ideas independently, and Nexly has no obligation to maintain confidentiality of submitted Feedback.
• Disclaimer of Liability: Nexly disclaims all liability for any reliance on, or outcomes resulting from, Accessibility Feedback, including any expectation of inclusion in the Services, compensation, or acknowledgment. Users submit Feedback entirely at their own risk.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising from the submission of Accessibility Feedback, including any violation of intellectual property rights or applicable law.
• Survival: The provisions of this Section 46, including disclaimers, licensing, and indemnification, shall survive termination, suspension, or expiration of your account or these Terms.

By providing Accessibility Feedback, you acknowledge and agree that you are submitting such feedback voluntarily, that Nexly may use it at its discretion, and that you grant Nexly all rights to incorporate the Feedback into the Services or other products without obligation, compensation, or liability.

47. Data Portability and Account Export

The following provisions govern user rights, obligations, and Nexly’s policies regarding the export, portability, and transfer of personal data and account content from the Services (“Data Export”).

• Data Export Requests: Users may request to export certain personal data, account content, or other information provided through the Services. Requests must be submitted via designated export tools or channels provided by Nexly. Nexly reserves the right to verify identity or ownership of accounts prior to processing export requests to ensure security and compliance with applicable laws.
• Scope of Exportable Data: The scope, format, and content of exportable data may be limited by technical, legal, operational, or third-party constraints. Certain data, including content subject to third-party intellectual property rights, proprietary software, or system-generated data, may not be exportable.
• Technical Limitations: Nexly may impose restrictions on export formats, file sizes, frequency of export requests, or other technical parameters. Users acknowledge that exported data may require specific software or tools for access, processing, or interpretation, and Nexly does not guarantee compatibility with user systems.
• User Responsibility for Exported Data: Users are solely responsible for maintaining, securing, and managing exported data after retrieval. Nexly disclaims all liability for any loss, corruption, unauthorized access, or other issues affecting exported data once it leaves Nexly’s systems.
• Data Retention and Availability: Nexly may retain copies of user data for operational, legal, or regulatory purposes. Data Export does not affect Nexly’s rights or obligations to retain or process such data in accordance with applicable laws and internal policies.
• Limitation of Liability: To the maximum extent permitted by law, Nexly disclaims all liability arising from the accuracy, completeness, usability, or integrity of exported data, including any reliance on exported content or failure to export specific information.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from the misuse, disclosure, or improper handling of exported data.
• Survival: The provisions of this Section 47, including disclaimers, user responsibilities, and indemnification, shall survive termination, suspension, or expiration of your account or these Terms.

By requesting Data Export, you acknowledge that exported content may be subject to technical, legal, or operational limitations, that you are responsible for securing and managing exported data, and that Nexly disclaims liability for any issues arising from the export, transfer, or use of such data.

48. Service Performance and Service Level Commitments

The following provisions govern service availability, performance expectations, limitations, and remedies related to the operation of the Services (“Service Performance”).

• Service Availability: Nexly may publish uptime, performance metrics, or other service-level information (“Service Metrics”) for informational purposes. While Nexly strives to maintain high availability and performance, the Services are provided on an “as is” and “as available” basis, and Nexly does not guarantee uninterrupted, error-free, or secure operation. Users acknowledge that temporary disruptions, slowdowns, or maintenance periods may occur.
• Maintenance and Updates: Nexly may perform scheduled or unscheduled maintenance, updates, or upgrades to the Services to enhance functionality, security, or compliance. Users agree that such maintenance may temporarily limit access or degrade performance, and Nexly is not liable for any resulting disruption, loss of data, or inconvenience.
• Force Majeure and External Factors: Nexly shall not be liable for outages, delays, or performance issues caused by events beyond its reasonable control, including but not limited to natural disasters, acts of God, terrorism, network failures, internet or telecommunication disruptions, labor disputes, governmental actions, pandemics, or failures of third-party services and infrastructure.
• Service Level Commitments (SLAs): Where Nexly offers formal service-level commitments under a separate SLA or agreement, remedies for failure to meet such commitments are expressly limited to credits, service adjustments, or other remedies specifically described in the SLA. Any claim for service-level failures must be submitted in accordance with the procedures specified in the SLA, and users acknowledge that monetary damages, indirect losses, or consequential damages are excluded unless explicitly provided.
• Disclaimers and Limitation of Liability: To the maximum extent permitted by applicable law, Nexly disclaims all warranties and liability relating to Service Performance, including uptime, speed, reliability, error-free operation, and suitability for particular purposes. Users assume all risks associated with reliance on Service Metrics or service availability.
• User Responsibilities: Users are responsible for implementing appropriate monitoring, redundancy, and backup measures to mitigate the impact of service interruptions or performance degradation. Nexly shall not be responsible for any loss of data, revenue, or business opportunity resulting from Service unavailability.
• Indemnification: Users agree to indemnify, defend, and hold harmless Nexly, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from reliance on Service Performance metrics, service outages, or failure to meet SLAs.
• Survival: The provisions of this Section 48, including disclaimers, limitations of liability, and indemnification obligations, shall survive termination, suspension, or expiration of your account or these Terms.

By using the Services, you acknowledge and agree that Service availability and performance are subject to limitations, that SLAs (if applicable) provide the sole remedies for service-level failures, and that Nexly disclaims liability for all disruptions, outages, or degraded performance not expressly covered under a formal SLA.

49. Contests, Sweepstakes, and Promotional Campaigns

This Section governs your participation in any contests, sweepstakes, giveaways, loyalty programs, or other promotional campaigns offered by Nexly or its partners (collectively, “Promotions”).

• Eligibility and Compliance: Participation in Promotions is subject to eligibility criteria, including but not limited to residency, age, and jurisdictional restrictions. Certain Promotions may be void where prohibited by law. You agree to comply with all official rules, entry requirements, deadlines, and instructions published in connection with each Promotion. Nexly reserves the right to verify eligibility at any time, including requiring proof of identity, residency, or compliance with rules.
• No Purchase Necessary; Legal Restrictions: Where required by applicable law, Promotions will be structured so that no purchase or payment is necessary to participate. Users acknowledge that Promotions are subject to consumer protection, sweepstakes, and gaming regulations, and Nexly makes no guarantee of eligibility in all jurisdictions.
• Entries and Submissions: All entries, submissions, or materials provided in connection with Promotions become the property of Nexly and will not be returned. Users represent and warrant that entries do not infringe the intellectual property or rights of any third party. Nexly reserves the right to disqualify incomplete, fraudulent, or non-compliant entries without notice.
• Prizes and Fulfillment: Prizes or rewards offered through Promotions are non-transferable, non-exchangeable, and provided “as is,” without warranties of any kind. Nexly may substitute a prize of equal or greater value at its sole discretion. Prize fulfillment may be managed by third-party providers, and users agree that Nexly is not responsible for shipping delays, lost prizes, tax obligations, or customs restrictions associated with receipt of prizes.
• Taxes and Obligations: Winners are solely responsible for all applicable taxes, fees, and reporting obligations associated with prizes. Nexly may require completion of tax forms, affidavits, or other documentation prior to prize distribution in compliance with applicable law.
• Disclaimers and Limitations of Liability: To the fullest extent permitted by law, Nexly disclaims liability for any errors, omissions, technical failures, lost entries, system malfunctions, miscommunications, or issues with prize delivery. Participation in Promotions is at your sole risk, and you release Nexly and its affiliates from any claims or damages arising out of participation, except where prohibited by law.
• Modifications, Suspension, and Termination: Nexly reserves the right to modify, suspend, or terminate any Promotion, in whole or in part, at its sole discretion, including where fraud, technical failure, or legal/regulatory requirements make continuation impracticable. In such cases, Nexly shall have no liability for modification or cancellation.
• Publicity and License Grant: By participating in Promotions, you grant Nexly a worldwide, royalty-free, irrevocable license to use your name, likeness, entry content, and statements for marketing, promotional, or publicity purposes in any media, without additional notice, approval, or compensation, except where prohibited by law.
• Governing Rules: Each Promotion may be subject to specific terms and conditions in addition to this Section. In the event of a conflict, the Promotion-specific rules shall prevail with respect to that Promotion.
• Survival: The disclaimers, limitations of liability, and publicity license provisions of this Section shall survive termination or completion of any Promotion.

By participating in any Promotion, you acknowledge that such participation is voluntary, subject to legal restrictions, and governed by this Section 49 together with any specific Promotion rules.

50. Miscellaneous Legal Provisions

This Section contains general provisions that apply to these Terms and to your relationship with Nexly. These clauses ensure clarity of obligations, enforcement, and legal rights between the parties.

• Governing Law and Jurisdiction: Unless otherwise expressly stated in a supplemental agreement, these Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the jurisdiction identified in Section 9, without regard to its conflict of law principles. Any dispute resolution mechanism (whether arbitration, mediation, or courts of competent jurisdiction) set forth in Section 9 shall exclusively apply. Users waive any objection to venue, jurisdiction, or forum non conveniens to the fullest extent permitted by law.
• Amendments and Updates: Nexly may amend, update, or modify these Terms or related policies from time to time to reflect changes in law, Services, or business practices. Such changes will be effective upon posting or upon notice provided through electronic communication channels. Continued access or use of the Services after changes become effective constitutes your acceptance of the updated Terms. Where required by law, Nexly will provide advance notice or request express re-consent.
• Assignment and Transfer: Users may not assign, delegate, or transfer any rights, obligations, or interests under these Terms without Nexly’s prior written consent, and any attempted assignment in violation hereof shall be void. Nexly may freely assign or transfer its rights, obligations, or Services, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate restructuring, financing, or sale of assets. These Terms shall inure to the benefit of Nexly’s successors and assigns.
• Notices and Communications: All notices, disclosures, or communications provided by Nexly under these Terms will be deemed effective upon transmission to the email address, in-app notification center, account dashboard, or other contact method provided by the user. Users are responsible for keeping contact information accurate and up to date. Legal notices to Nexly must be delivered in writing to the address designated in Section 1 (or successor contact details) and will be effective only upon confirmed receipt.
• Force Majeure: Nexly shall not be held liable or deemed in breach of these Terms for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, government actions, labor disputes, power outages, internet disruptions, supply chain failures, or acts of war or terrorism.
• No Waiver: Failure by Nexly to enforce any provision of these Terms shall not constitute a waiver of such provision or of any other rights. Any waiver must be in writing and signed by an authorized representative of Nexly.
• Severability: If any provision of these Terms is held to be invalid, unlawful, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
• Entire Agreement: These Terms, together with any applicable policies, supplemental terms, or agreements expressly referenced herein, constitute the entire agreement between you and Nexly regarding the Services, and supersede all prior or contemporaneous understandings, representations, or agreements, whether oral or written.
• Headings and Interpretation: Section titles, headings, or summaries are provided for convenience only and shall not affect interpretation. Terms such as “including” mean “including without limitation” unless expressly stated otherwise.
• Survival: Without limitation, provisions relating to Intellectual Property, Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, Confidentiality, and Data Privacy shall survive the termination, expiration, or suspension of your account or use of the Services.

These Miscellaneous Provisions ensure that the Terms are enforceable, adaptable, and govern the ongoing legal relationship between Nexly and its users beyond the duration of individual Services.

51. Artificial Intelligence Content Moderation

To protect the integrity of the Services and maintain a safe environment, Nexly may employ artificial intelligence (“AI”), machine learning models, natural language processing, and other automated decision-making technologies for monitoring, filtering, analyzing, and moderating content. This section explains the scope, limitations, and user responsibilities relating to such AI-assisted moderation.

• AI-Assisted Monitoring and Enforcement: Nexly may use automated systems to proactively detect, flag, restrict, prioritize, or remove user-generated content that may violate these Terms, community guidelines, or applicable law. This may include detection of spam, harassment, misinformation, sexually explicit material, intellectual property violations, and security threats. Automated tools may also be used to prioritize reports for human review, assess potential policy violations, or inform recommendations and ranking systems.
• Supplemental Human Oversight: While AI systems may act autonomously, Nexly may supplement automated moderation with human review where necessary, such as in cases involving user appeals, complex context-dependent issues, or where required by law. However, Nexly does not guarantee that every decision will be reviewed by a human moderator.
• Accuracy and Limitations Disclaimer: Users acknowledge that AI moderation technologies are inherently probabilistic and may result in errors, including false positives (content incorrectly flagged or removed) and false negatives (content that should have been flagged but was not). Nexly disclaims liability for moderation outcomes that may affect the visibility, accessibility, or distribution of user content, including instances where lawful content is mistakenly removed or restricted.
• User Consent to Processing: By using the Services, you expressly consent to the use of AI-assisted moderation, including the automated processing, analysis, and temporary storage of your content, metadata, and behavioral signals (such as reports, engagement data, or communication patterns). Such processing may occur in real time and may be performed across different jurisdictions or via third-party vendors acting on Nexly’s behalf.
• Transparency and Appeals: Where feasible, Nexly may provide notice when content is removed or restricted due to AI-assisted moderation and may allow users to appeal such decisions. However, Nexly is not obligated to provide explanations in every instance, and appeals may not always result in reinstatement of content.
• No Reliance on Moderation: Users remain solely responsible for their own conduct and content, regardless of whether AI or human moderation has reviewed it. AI moderation is provided as a risk-reduction mechanism and not as a substitute for user compliance with these Terms. Users should not rely on the Services to identify, filter, or block prohibited content on their behalf.
• Continuous Improvement: Nexly may train, refine, or improve its AI moderation systems using aggregated, pseudonymized, or anonymized user content and behavioral data, in accordance with Nexly’s Privacy Policy. Such improvements may enhance accuracy over time but do not guarantee error-free moderation.

By continuing to use the Services, you acknowledge and agree to the use of AI-assisted moderation technologies as described above, including their limitations, and accept that moderation outcomes may impact your content visibility and accessibility within the Services.

52. Cloud Services and Data Storage

Nexly’s Services may leverage distributed, cloud-based infrastructure for data storage, hosting, processing, and backup. This section outlines the scope of Nexly’s commitments, user responsibilities, and applicable limitations relating to cloud services and storage of user data.

• Cloud Infrastructure and Storage: User data, including account information, files, and other content, may be stored across multiple data centers, regions, or third-party hosting providers. Nexly implements commercially reasonable safeguards, including redundancy, encryption, and access controls, to promote availability, resiliency, and data integrity. However, Nexly does not represent or warrant that storage or retrieval will always be immediate, error-free, or uninterrupted.
• Data Location and Jurisdiction: User data may be stored or processed in multiple jurisdictions, including outside of the user’s country of residence. By using the Services, users consent to such cross-border transfers, subject to applicable laws, including data protection and privacy regulations. Nexly may select storage locations at its sole discretion to optimize performance, security, or compliance.
• Backup and Retention: Nexly may perform routine backups of certain data for operational continuity. However, such backups are intended for disaster recovery and service resilience and may not be available to restore specific user-deleted files, corrupted content, or historical versions. Users remain solely responsible for creating and maintaining independent, local copies of critical data.
• Data Loss and Security Disclaimer: While Nexly employs reasonable administrative, technical, and organizational measures to safeguard stored data, no system is entirely immune to breaches, failures, or unauthorized access. Nexly disclaims liability for data loss, corruption, unauthorized disclosure, or delayed retrieval resulting from technical failures, cyberattacks, force majeure events, or actions outside of Nexly’s reasonable control.
• Access Limitations and Maintenance: Access to stored content may be temporarily suspended, throttled, or interrupted due to system maintenance, upgrades, emergency interventions, or unforeseen technical issues. Such events may result in limited availability, reduced performance, or temporary inaccessibility, for which Nexly shall not be liable.
• User Responsibility: Users remain solely responsible for ensuring the accuracy, legality, and suitability of content they upload or store within the Services. Users must maintain appropriate backups, use strong authentication, and adopt security best practices to prevent unauthorized access to their accounts and stored data.
• Third-Party Cloud Providers: Nexly may rely on third-party cloud service providers or hosting partners to deliver storage and infrastructure services. Such providers may have their own terms, policies, or service levels, which may apply in addition to these Terms. Nexly disclaims responsibility for failures or limitations attributable to such third-party providers.
• No High-Risk Use: The Services are not designed or intended for use in environments requiring fail-safe performance, such as medical devices, emergency communications, nuclear facilities, aviation systems, or other high-risk applications where data loss or downtime could result in injury, death, or catastrophic damage. Users must not rely on Nexly’s cloud storage for such purposes.

By using the Services, you acknowledge and agree to the inherent risks associated with cloud storage, including cross-border transfers, potential downtime, and technical limitations, and accept your responsibility to maintain appropriate backups and safeguards for your data.

53. User-Generated Marketplaces and Digital Goods

Nexly may provide features that enable users to create, purchase, sell, trade, or exchange digital goods, virtual items, non-fungible tokens (NFTs), or other user-generated assets (collectively, “Digital Goods”). This section outlines the terms governing such activity and clarifies the scope of Nexly’s role, user responsibilities, and associated limitations.

• Digital Goods Creation and Transactions: Users may create, list, or transact in Digital Goods through Nexly’s Services where permitted by law and these Terms. Transactions are facilitated solely for convenience, and Nexly does not act as a broker, dealer, financial intermediary, or fiduciary. All purchases, transfers, and sales are final unless otherwise required by applicable law.
• Intellectual Property and Ownership: Users represent, warrant, and covenant that they have the full legal rights, title, licenses, and authority to create, publish, or sell any Digital Goods offered through the Services. By listing or distributing Digital Goods, users grant Nexly a worldwide, non-exclusive, royalty-free license to host, display, reproduce, distribute, and facilitate the sale or transfer of such Digital Goods as necessary to provide the Services. Nexly does not claim ownership of user-created Digital Goods but may retain copies for operational, archival, or compliance purposes.
• Authenticity, Provenance, and Value: Nexly does not guarantee the authenticity, originality, scarcity, or provenance of any Digital Goods. Users acknowledge that the market value of Digital Goods is volatile and may fluctuate significantly due to market conditions, regulatory developments, or third-party actions. Nexly disclaims all responsibility for changes in value, demand, or liquidity of Digital Goods.
• Compliance with Laws and Restrictions: Users are solely responsible for ensuring that their activities involving Digital Goods comply with all applicable laws and regulations, including securities, commodities, consumer protection, intellectual property, tax, and anti-money laundering (AML) laws. Certain Digital Goods, including NFTs or tokens, may be prohibited, restricted, or subject to licensing or registration requirements in specific jurisdictions. Nexly reserves the right to block, remove, or restrict Digital Goods or accounts where compliance concerns arise.
• Third-Party Services and Wallets: Transactions involving Digital Goods may rely on third-party payment processors, blockchain networks, or digital wallet providers. Nexly does not control or guarantee the functionality, security, or availability of such third-party services and disclaims liability for transaction failures, lost keys, gas fees, or third-party disputes.
• Risk Disclosures: Users acknowledge and accept the inherent risks of Digital Goods, including but not limited to: price volatility, potential regulatory scrutiny, technology failures, cyberattacks, irreversible transactions, and loss of access credentials. Users participate in Digital Goods marketplaces at their sole risk and are advised not to transact with funds or assets they cannot afford to lose.
• Dispute Resolution: Nexly is not a party to transactions between users and does not arbitrate disputes, enforce payment obligations, or guarantee fulfillment. Users are responsible for resolving disputes directly with counterparties, although Nexly may, in its discretion, provide limited support or enforce community standards.
• No Financial or Investment Advice: Digital Goods offered through the Services are not financial instruments, securities, or investment products. Nexly does not provide investment, financial, or tax advice, and nothing in the Services should be construed as such.
• Termination and Enforcement: Nexly reserves the right to suspend, remove, or restrict Digital Goods, listings, or accounts that violate these Terms, applicable law, or pose legal, reputational, or security risks to the platform. Enforcement actions may be taken without notice or liability.

By engaging in activities involving Digital Goods on the Services, you acknowledge and accept the risks described above, agree to comply with all applicable laws and policies, and release Nexly from liability for disputes, losses, or damages arising from such activities.

54. API Rate Limiting and Abuse Prevention

Nexly may provide programmatic access to certain Services through Application Programming Interfaces (APIs), Software Development Kits (SDKs), or other automated mechanisms (“API Access”). To maintain security, service quality, and equitable availability, Nexly enforces strict usage policies, rate limits, and abuse-prevention measures.

• Usage Limits and Quotas: API Access is subject to usage thresholds, including but not limited to calls per second, requests per day, bandwidth consumption, data size, or concurrent connections. Nexly may publish default limits or assign customized quotas based on your account, subscription tier, or use case. Exceeding these limits may result in throttling, delayed responses, temporary blocking, or permanent suspension of API Access.
• Prohibited Behavior: Users must not misuse or abuse API Access. Prohibited conduct includes but is not limited to: (i) attempting to bypass, disable, or circumvent authentication or rate-limiting controls; (ii) scraping, harvesting, or bulk extracting data beyond authorized use; (iii) reverse engineering or decompiling APIs; (iv) injecting malicious code, malware, or automated scripts; (v) executing brute-force, denial-of-service (DoS), or distributed denial-of-service (DDoS) attacks; or (vi) engaging in activities that degrade, interfere with, or disrupt the stability, security, or performance of the Services.
• Fair Use and Resource Allocation: Nexly reserves the right to allocate or adjust resources to ensure fair access among all users. Automated traffic that imposes disproportionate burdens on infrastructure, even if technically within published limits, may be curtailed to protect overall system integrity.
• Monitoring and Enforcement: Nexly may monitor API usage for compliance, including tracking request patterns, authentication logs, and unusual activity. Nexly may suspend, throttle, revoke, or terminate API Access at its sole discretion if violations, abuse, or suspicious activity are detected. Such actions may be taken without prior notice and without liability.
• Security Responsibilities: Users must implement industry-standard security practices when accessing APIs, including safeguarding API keys, tokens, or credentials. Sharing, exposing, or failing to secure credentials is prohibited. Users are fully responsible for all activity conducted with their API credentials.
• Integration and Updates: Nexly may update, modify, or deprecate API endpoints, documentation, or protocols at any time. Continued use after such changes constitutes acceptance, and users are responsible for maintaining compatibility with updated API requirements.
• Disclaimer of Liability: Nexly disclaims all liability for outages, degraded performance, service interruptions, or damages caused by misuse of APIs, excessive traffic, or enforcement of rate limits. Use of APIs is at the user’s sole risk and subject to these Terms.

By accessing or using Nexly’s APIs, you agree to abide by all applicable rate limits, security measures, and restrictions, and acknowledge that Nexly may enforce these provisions to ensure the safety, reliability, and fairness of the Services.

55. Third-Party Advertising Networks

Nexly may partner with third-party advertising networks, demand-side platforms (DSPs), data management platforms (DMPs), or similar service providers (“Advertising Partners”) to deliver, measure, and optimize advertisements within or outside of the Services. These Advertising Partners may use cookies, device identifiers, pixels, beacons, or similar technologies to collect data about your activity, preferences, and interactions.

• Third-Party Ads: Advertisements delivered through third-party networks may be targeted based on demographic information, device characteristics, browsing behavior, location data, or inferences derived from your use of the Services. Nexly does not control the algorithms, targeting methods, or content selection criteria employed by Advertising Partners.
• Data Collection by Partners: Advertising Partners may collect or receive information about your interactions, including ad views, clicks, conversions, and engagement metrics, which may be combined with data obtained from other sources. Such data practices are governed by the privacy policies of the respective Advertising Partners, not Nexly’s.
• Disclaimers: Nexly makes no representations or warranties regarding the accuracy, availability, legality, or appropriateness of third-party advertisements. Nexly disclaims liability for: (i) the content, quality, or safety of advertised products or services; (ii) the data collection, tracking, or profiling activities of Advertising Partners; or (iii) any disputes, damages, or claims arising from user interactions with third-party ads.
• User Control and Opt-Out: Where legally permitted, users may manage advertising preferences through Nexly’s account settings, in-app controls, or via industry-standard opt-out tools (e.g., the Digital Advertising Alliance “AdChoices” program, Network Advertising Initiative opt-out mechanisms, or mobile platform privacy settings). Opting out may reduce personalization but will not eliminate the presence of ads.
• Compliance with Law: Advertising delivered on or through the Services complies with applicable laws, regulations, and industry standards, including those related to children’s privacy, sensitive categories of personal data, and consent management frameworks (e.g., GDPR, CCPA, or IAB Transparency & Consent Framework).
• Changes and Updates: Nexly may update its relationships with Advertising Partners, including adding, removing, or modifying partners or technologies. Continued use of the Services constitutes acceptance of such updates.

By using the Services, you acknowledge that third-party advertising networks may process your data in accordance with their own policies and that Nexly is not responsible for such independent practices.

56. Intellectual Property Audits

To preserve the integrity of the Services, comply with applicable intellectual property (“IP”) laws, and maintain a fair and lawful environment, Nexly reserves the right to conduct periodic audits, investigations, or reviews (“IP Audits”) of user-generated content, accounts, or activities. Such audits may be performed manually, through automated systems, or in cooperation with third-party rights holders and regulatory bodies.

• Audit Rights: Nexly may, at its sole discretion and without prior notice, review, inspect, or monitor content, account activity, or related metadata to assess compliance with copyright, trademark, patent, trade secret, or other intellectual property laws, as well as with Nexly’s internal policies. Audits may include verification of ownership claims, review of licensing documentation, and analysis of reported or suspected violations.
• Enforcement Actions: If violations are detected, Nexly may take enforcement measures including, but not limited to: (i) removal, blocking, or restriction of infringing content; (ii) suspension, limitation, or termination of user accounts; (iii) disabling access to certain features or services; and (iv) cooperation with rights holders or law enforcement. Repeated or egregious violations may result in permanent account termination and potential legal referral.
• Reporting and Cooperation: Users agree to cooperate with Nexly’s IP audits, including providing documentation, proof of rights, or other evidence of authorization when reasonably requested. Failure to cooperate may itself constitute a violation of these Terms.
• Appeals and Disputes: Where permitted by law, users may appeal enforcement actions through Nexly’s designated dispute resolution channels. Nexly does not guarantee reinstatement of content or accounts but will review appeals in good faith.
• Liability Disclaimer: Nexly disclaims all liability for any losses, damages, or claims arising from IP audits, enforcement measures, or removal of content, including incidental or consequential damages. Users remain solely responsible for ensuring that their content and activities comply with applicable IP laws and licensing requirements.
• Reservation of Rights: Nothing in this Section limits Nexly’s rights to pursue additional remedies under law, including seeking injunctions, damages, or reimbursement of costs incurred in connection with IP enforcement.

By using the Services, you acknowledge and agree that Nexly may conduct IP audits and take enforcement measures at its sole discretion, and that you are solely responsible for maintaining all necessary rights and authorizations for any content you upload, share, or distribute.

57. Multi-Tiered Subscription Plans

Nexly may offer a range of subscription options (“Subscription Plans”), which may include but are not limited to free, trial, premium, business, or enterprise tiers. Each plan may differ in pricing, features, access rights, usage limits, support levels, and contractual terms. By selecting or using a Subscription Plan, you agree to the specific terms, fees, and limitations associated with that plan, as well as these Terms of Service.

• Plan Types: Subscription Plans may include various service levels such as: (i) Free Plans, which may include advertising, limited features, or restricted usage; (ii) Trial Plans, which may offer temporary promotional access subject to cancellation or downgrade at Nexly’s discretion; (iii) Premium or Paid Plans, offering enhanced features, higher limits, or priority support; and (iv) Enterprise Plans, subject to customized contracts, negotiated terms, and additional obligations. Nexly reserves the right to modify, discontinue, or introduce new plan types at any time.
• Renewal and Billing: Paid Subscription Plans may automatically renew at the end of the applicable billing cycle (monthly, annual, or otherwise) unless canceled in advance in accordance with Nexly’s cancellation policies. By enrolling in a Subscription Plan, you authorize Nexly (or its authorized third-party payment processors) to charge your designated payment method for recurring fees, applicable taxes, and any additional charges. You are responsible for ensuring that your billing and payment information remain accurate and up to date.
• Upgrades and Downgrades: Users may upgrade or downgrade between plans where permitted. Changes may take effect immediately or at the start of the next billing cycle, and pricing adjustments may apply. Certain features, storage capacity, or access rights may be restricted or lost upon downgrade, and Nexly disclaims liability for resulting data loss or service limitations.
• Refunds and Limitations: Unless expressly stated in a specific Subscription Plan or required by law, all fees are non-refundable. Nexly is not obligated to provide refunds or credits for partial use, unused periods, or cancellations made after billing. Nexly reserves the right to suspend, restrict, or terminate services for non-payment, fraudulent activity, or violations of applicable plan rules.
• Enterprise and Custom Agreements: Enterprise customers may be subject to additional agreements or master service contracts, which may supersede certain provisions of these Terms. Such agreements may include tailored service-level commitments, billing terms, or data processing obligations.
• Reservation of Rights: Nexly may adjust pricing, introduce new fees, or alter features associated with any Subscription Plan upon reasonable notice, unless otherwise prohibited by law or contractual commitments. Continued use after such changes constitutes acceptance of the updated terms.

By purchasing, accessing, or using any Subscription Plan, you acknowledge and agree that it is your responsibility to manage your plan selection, billing obligations, and cancellation settings, and that Nexly’s liability is strictly limited as described in these Terms.

58. Artificial Intelligence Training Data

Nexly may utilize certain forms of user content, activity data, or interactions with the Services in connection with the development, training, and refinement of artificial intelligence (“AI”) and machine learning (“ML”) models, subject to applicable law and these Terms. Such use is intended to improve the accuracy, reliability, fairness, and performance of Nexly’s current and future products and services.

• Use of Content: Subject to privacy obligations, User Content may be processed, in aggregated, pseudonymized, or anonymized form, for purposes including but not limited to: (i) training and testing AI or ML systems; (ii) improving content moderation, personalization, and recommendation features; and (iii) advancing research, analytics, and system optimization. Nexly will not intentionally use personally identifiable information for AI training without appropriate safeguards.
• Licensing Grant: By submitting, uploading, or otherwise making User Content available through the Services, you grant Nexly and its affiliates a non-exclusive, worldwide, royalty-free, irrevocable, transferable, sublicensable, and perpetual license to use, reproduce, process, analyze, adapt, and incorporate such content into AI/ML systems. This license expressly includes the right to use derivative learnings, inferences, or patterns derived from your content without obligation of notice, attribution, or compensation to you.
• Exclusions and Limitations: Certain categories of data, including sensitive personal information, payment information, and content subject to contractual or regulatory restrictions, will not knowingly be used for AI training unless anonymized and permitted under applicable law. Users remain responsible for ensuring they do not submit content that they are not legally entitled to license for such purposes.
• Derivative Outputs: You acknowledge that outputs, responses, or other material generated by Nexly’s AI systems may incorporate or be informed by aggregated learnings from user content, but do not represent or reproduce individual user submissions. Nexly disclaims liability for any reliance upon, or use of, AI-generated content, including accuracy, originality, or suitability for specific purposes.
• Transparency and Opt-Out: Where legally required, Nexly may provide disclosures or mechanisms for users to limit or exclude certain content from being used for AI training. However, residual learnings already incorporated into models may persist and cannot feasibly be removed retroactively.
• Research and Collaboration: Nexly may collaborate with academic institutions, research organizations, or third-party partners to advance AI/ML systems. Any shared data will be subject to anonymization and handled in compliance with applicable data protection requirements.
• Disclaimer of Liability: Nexly provides no guarantees as to the behavior, accuracy, or outputs of AI/ML models trained using user content. Users agree that Nexly shall not be liable for decisions, inferences, or outcomes derived from AI systems, nor for third-party reliance on such outputs.

By using the Services, you acknowledge and consent to the use of your User Content for the purposes of AI training and development as described in this Section, subject to any rights or controls provided under applicable law or Nexly’s Privacy Policy.

59. Legal Holds and Regulatory Compliance

Nexly may be required to preserve, restrict, or produce data, accounts, or content in response to legal, regulatory, governmental, or investigatory obligations. Such actions are taken to comply with applicable laws, court orders, subpoenas, regulatory investigations, or other mandatory directives, and may affect access to or availability of certain Services or data.

• Legal Holds: Nexly may place temporary or extended holds on user accounts, content, or data to comply with legal or regulatory obligations. Legal holds may prevent deletion, modification, or transfer of content until the hold is lifted. Users acknowledge that such actions may affect service functionality, access to data, or timelines for deletion requests.
• User Cooperation: Users may be required to provide information, documents, or other assistance in connection with regulatory investigations, legal proceedings, or compliance audits. Users agree to respond promptly and cooperate in good faith, including by providing verifiable identity, account details, or supporting information as required.
• Regulatory Compliance: Nexly may take actions necessary to ensure adherence to local, national, or international laws, including data protection, anti-money laundering, export controls, or industry-specific regulatory requirements. Such actions may include restricting certain functionalities, blocking access from specified jurisdictions, or modifying content handling procedures.
• Data Retention and Disclosure: Nexly may retain user data beyond ordinary retention periods where required by law or regulatory obligations. Disclosure of data may occur to courts, governmental authorities, regulators, law enforcement, or other entities as mandated, without prior notice to the user, except where prohibited by law.
• Service Impact and Limitations: Users acknowledge that legal or regulatory compliance actions may result in service interruptions, delays, restricted access, or partial functionality. Nexly disclaims any liability for losses, damages, or claims arising from such actions, except as required by applicable law.
• Disclaimer: Nexly is not responsible for ensuring compliance by users themselves with applicable laws or regulatory obligations. Users remain solely responsible for adherence to legal, contractual, or regulatory requirements in their use of the Services.

By using the Services, you acknowledge and agree that Nexly may take any lawful action necessary to satisfy legal, regulatory, or investigatory requirements, and that such actions may impact service availability, content access, or data retention.

60. Emergency and Disaster Response

Nexly maintains contingency and disaster response protocols to safeguard users, infrastructure, and data in the event of natural disasters, emergencies, technical failures, or other extraordinary events. These measures may include, but are not limited to, temporary service suspension, data relocation, network rerouting, or operational adjustments necessary to maintain service continuity and security.

• Contingency Measures: Nexly may implement emergency protocols, including activating disaster recovery sites, rerouting network traffic, throttling service, or restricting access to specific features, to mitigate the impact of critical incidents. Users acknowledge that such measures may temporarily limit functionality or availability of the Services.
• Force Majeure and Limited Liability: Nexly shall not be liable for any service interruptions, delays, data loss, or degradation of service resulting from force majeure events, including natural disasters, acts of God, terrorism, civil unrest, pandemics, or significant infrastructure failures. Users accept that certain disruptions may be unavoidable despite reasonable precautions.
• User Responsibility: Users are responsible for maintaining local backups of critical data, securing their accounts, and implementing appropriate risk mitigation strategies. Nexly recommends that users plan for continuity and ensure redundancy where necessary to minimize potential impact.
• Notification and Communication: Nexly may provide alerts or updates regarding emergency events through email, in-app notifications, or other reasonable communication channels. Such communications are intended to inform users but do not create any obligation or guarantee regarding service restoration or mitigation.
• Operational Adjustments: In response to emergencies, Nexly may prioritize essential services, modify feature availability, or temporarily suspend non-critical operations. Users acknowledge that these adjustments are necessary to ensure overall system stability and user safety.
• Disclaimer: Users acknowledge that while Nexly implements reasonable disaster recovery and business continuity procedures, complete prevention of service disruption, data loss, or operational impact cannot be guaranteed. Nexly disclaims any liability for outcomes arising from emergency or disaster situations, except as required by law.

By using the Services, you acknowledge and accept that Nexly may take any necessary actions during emergencies or disasters to protect users, infrastructure, and data, and that such actions may result in temporary limitations or changes to service availability.

61. Beta Feature Data Usage

Participation in beta, experimental, or pre-release features (“Beta Features”) involves the collection and analysis of data to improve, evaluate, and optimize the Services. Such data may include usage patterns, performance metrics, interactions, and other technical or behavioral information generated while accessing Beta Features.

• Data Collection and Processing: Nexly may collect, store, and analyze data generated from your use of Beta Features, including content, behavioral metrics, and system performance indicators. This data may be used for product development, feature optimization, performance benchmarking, research, and quality assurance purposes. Users acknowledge that such data may be aggregated, anonymized, or otherwise processed to extract insights and improve the Services.
• User Consent: By accessing or using Beta Features, you expressly consent to the collection, processing, storage, and analysis of data generated during such use. You further acknowledge that participation is voluntary and may involve experimental or unstable functionality that could affect your user experience.
• Beta Feature Limitations and Disclaimers: Beta Features are provided “as is,” without warranties of any kind, including reliability, accuracy, completeness, or security. Nexly disclaims liability for any data loss, inaccuracies, errors, service impacts, or other issues that may arise from use of Beta Features or the processing of Beta Feature data.
• Feedback and Ownership: Any feedback, suggestions, or data contributions related to Beta Features shall be considered Feedback under Section 13. You grant Nexly a worldwide, royalty-free, perpetual license to use such feedback or data to improve, enhance, or develop the Services, including AI models or other features.
• Data Retention and Privacy: Data collected through Beta Features may be retained according to Nexly’s internal policies and applicable laws. Such data may be subject to anonymization or aggregation to protect user privacy, but complete confidentiality or non-disclosure cannot be guaranteed. Use of Beta Features is also subject to Nexly’s Privacy Policy.

By participating in Beta Features, you acknowledge and accept that your data may be used for product improvement, analytics, research, and other lawful purposes, and that such participation carries inherent risks associated with pre-release or experimental functionalities.

62. Digital Identity Verification

To ensure the integrity, security, and lawful use of the Services, Nexly may require users to verify their identity through submission of personal information, official documentation, or via third-party verification providers (“Verification Processes”). Verification may be required for access to certain features, transactions, or account levels.

• Verification Requirements: Users may be required to provide valid personal information, government-issued identification, biometric data, or other documentation as part of the Verification Process. Nexly may also utilize third-party verification services to authenticate user identity, eligibility, or compliance with applicable laws and regulations.
• User Representations and Accuracy: Users must provide complete, accurate, and up-to-date information during verification. Users acknowledge that providing false, misleading, or incomplete information may result in suspension, restriction, or termination of accounts, loss of access to services, or other remedial measures deemed appropriate by Nexly.
• Verification Outcomes: Completion of Verification Processes does not guarantee uninterrupted access to the Services, eligibility for specific features, or immunity from compliance or legal obligations. Nexly reserves the right to approve, reject, or request additional information at its sole discretion.
• Data Handling and Privacy: Information provided during verification may be collected, stored, processed, and retained in accordance with Nexly’s Privacy Policy. Users consent to the use of such data for identity authentication, fraud prevention, regulatory compliance, or risk management purposes.
• Liability Disclaimer: Nexly disclaims any liability for failures, delays, or errors in verification processes, including those arising from inaccurate, falsified, or incomplete information. Users accept all associated risks and agree that Nexly is not responsible for consequences resulting from verification outcomes.
• Compliance and Legal Obligations: Verification may be required to comply with applicable local, national, or international laws, including anti-money laundering (AML), know-your-customer (KYC), sanctions, and other regulatory requirements. Users agree to cooperate fully with such requirements.

By participating in Verification Processes, you acknowledge and accept that providing accurate information is critical to maintaining your account and access to Services, and that Nexly may rely on such information for legal compliance, security, and operational integrity.

63. Device and Hardware Integration

Nexly may support integration with third-party devices, Internet of Things (IoT) devices, peripherals, or other hardware (“Connected Devices”) to enhance the functionality and user experience of the Services. Such integrations are subject to compatibility, technical specifications, and the requirements of Nexly and third-party providers.

• Connectivity and Compatibility: Integration with Connected Devices requires adherence to Nexly’s technical requirements, supported protocols, and configuration guidelines. Users acknowledge that not all devices, hardware models, or third-party systems are compatible with the Services, and Nexly makes no guarantees regarding functionality, performance, or interoperability.
• User Responsibilities: Users are responsible for maintaining the security, software, firmware, and configuration of Connected Devices. Users must implement recommended security measures, including strong authentication, encryption, and regular updates, to prevent unauthorized access or compromise of data.
• Security and Liability Disclaimer: Nexly disclaims any liability for unauthorized access, data loss, system failures, device malfunctions, or other damages resulting from the use, misconfiguration, or integration of Connected Devices. Users acknowledge that connecting devices may expose the Services or user data to risks outside of Nexly’s control.
• Third-Party Devices and Software: Any software, applications, or services provided by third-party device manufacturers are subject to their respective terms and privacy policies. Nexly does not endorse or assume responsibility for third-party software, device security, or operational integrity.
• Disconnection and Restrictions: Nexly reserves the right to restrict, suspend, or terminate integration with any Connected Device if security risks, non-compliance, or technical issues are detected. Users may be required to disconnect devices or update configurations to continue using the Services safely.
• Data Handling: Data transmitted between Connected Devices and Nexly’s Services may be collected, processed, or stored in accordance with Nexly’s Privacy Policy. Users consent to such data handling as necessary to enable device functionality, analytics, or service improvements.

By integrating devices or hardware with the Services, you acknowledge and accept responsibility for device security, compliance with technical requirements, and risks associated with connected hardware, while agreeing to Nexly’s limited liability and security disclaimers.

64. User Behavior Monitoring

To maintain the security, integrity, and proper functioning of the Services, Nexly may monitor, collect, and analyze user behavior, activity logs, and system interactions (“User Activity Data”). This monitoring is conducted to detect fraud, abuse, violations of these Terms, security threats, or anomalous patterns that may affect the Services or other users.

• Scope of Monitoring: Nexly may employ automated tools, machine learning algorithms, or manual review processes to monitor user activity. This includes, but is not limited to, login patterns, transaction history, content creation, API usage, device connections, and interaction with other users.
• Purpose and Use: User Activity Data may be used for security enforcement, fraud detection, policy compliance, analytics, service optimization, research, and improvement of user experience. Nexly may aggregate or anonymize monitoring data for internal reporting or AI/ML model development.
• User Consent: By using the Services, you acknowledge and consent to the collection, processing, and analysis of User Activity Data for the purposes described herein. This consent includes monitoring conducted through automated systems, behavioral analytics, and manual review by Nexly personnel or authorized third parties.
• Limitations and Accuracy: Monitoring systems may produce false positives or false negatives. Nexly does not guarantee perfect accuracy or the identification of all violations, fraudulent activity, or security threats, and reserves discretion in responding to detected activity.
• Enforcement and Actions: Based on monitoring results, Nexly may take actions including warnings, content removal, temporary suspension, or permanent termination of accounts, as well as technical mitigations or restrictions. Such actions are at Nexly’s sole discretion and do not create liability.
• Privacy Considerations: Monitoring activities are conducted in accordance with Nexly’s Privacy Policy. While data may be analyzed for internal security and operational purposes, Nexly will handle User Activity Data in compliance with applicable privacy laws and regulatory requirements.

By using the Services, you acknowledge and agree that Nexly’s monitoring is necessary for maintaining service security, integrity, and compliance, and that Nexly is not liable for any consequences arising from actions taken based on monitoring results.

65. Geographic and Jurisdictional Restrictions

Access to and use of the Services may be subject to limitations based on your geographic location, regulatory environment, or applicable local, national, and international laws. Certain features, content, or functionalities may not be available in specific countries or regions due to legal, regulatory, export control, or operational constraints.

• Geographic Limitations: Users located in jurisdictions where the Services are restricted or prohibited may not access, download, or use certain features. Nexly may implement geofencing, IP blocking, or other technical measures to enforce these restrictions.
• Legal and Regulatory Compliance: You are responsible for ensuring that your access to and use of the Services complies with all applicable local laws, international trade laws, sanctions, and export control regulations. This includes, but is not limited to, restrictions imposed by the United States, the European Union, the United Nations, or other relevant authorities.
• Access Suspension or Termination: Nexly reserves the right, at its sole discretion, to restrict, suspend, or terminate access to the Services for users in certain jurisdictions or for non-compliance with applicable laws or regulations. Such actions may occur without prior notice and Nexly shall not be liable for any resulting disruptions, losses, or damages.
• User Representations: By accessing or using the Services, you represent and warrant that you are not located in a country or region subject to prohibitions under applicable laws or regulatory restrictions, and that your use does not violate any applicable restrictions.
• Modifications and Enforcement: Nexly may modify geographic access policies at any time to comply with changes in law, sanctions, trade restrictions, or operational considerations. Enforcement measures may include limiting feature availability, blocking accounts, or requiring additional verification steps.

By using the Services, you acknowledge and agree that Nexly may take actions necessary to comply with legal and regulatory obligations worldwide, and that Nexly disclaims liability for any limitations or restrictions on access arising from such obligations.

66. Service Beta and Feature Opt-Out

Nexly may introduce beta, experimental, or pre-release features (“Beta Features”) to provide early access and gather feedback for product development. Participation in Beta Features is voluntary, and users may have the ability to opt out where functionality permits. Opting out may affect availability, performance, or functionality of certain Services.

• Opt-Out Rights: Users may opt out of participating in Beta Features via account settings, preference controls, or other mechanisms provided by Nexly. Opting out may restrict access to certain experimental functionalities, integrations, or newly introduced tools.
• Data Collection and Usage: Opting out does not necessarily prevent Nexly from collecting data related to feature usage for analytics, research, performance monitoring, or internal evaluation purposes. Users acknowledge and consent to such collection in accordance with Nexly’s Privacy Policy.
• Feature Availability and Limitations: Opting out may result in reduced access to newly introduced features, delayed availability of updates, or exclusion from experimental functionality. Nexly does not guarantee feature parity, full functionality, or restoration of access after opting out.
• Disclaimers and Liability: Nexly disclaims liability for any impacts on your Service experience, functionality, or performance arising from participation in or opting out of Beta Features. Users participate at their own risk and agree that Nexly is not responsible for any errors, interruptions, or unintended consequences related to Beta Features.
• Modification and Termination of Beta Programs: Nexly reserves the right, at its sole discretion, to modify, suspend, or terminate Beta Features at any time, with or without notice. Opt-out mechanisms may also be adjusted in accordance with program changes or operational requirements.

By using the Services, you acknowledge and agree that participation in Beta Features is voluntary, that opting out may not prevent all data collection or evaluation activities, and that Nexly retains full discretion over feature deployment, testing, and evaluation.

67. Content Removal Requests

Nexly respects users’ rights to request removal or restriction of content submitted to the Services. Users may submit content removal, de-indexing, or takedown requests through the designated channels provided by Nexly. All requests are subject to review and applicable legal, regulatory, and operational considerations.

• Request Procedures: Users may submit requests via Nexly’s official forms, support portals, or designated contact points. Requests should include sufficient information to identify the specific content, the reason for removal, and any supporting documentation as required by law or policy.
• Evaluation and Review: Nexly reserves the right to evaluate each request on a case-by-case basis, considering applicable laws, platform policies, regulatory obligations, and operational requirements. Not all requests may be approved or actioned.
• Limitations and Exceptions: Requests may be denied in circumstances including, but not limited to:
  • Content that is required to remain online for legal, regulatory, or compliance purposes.
  • Content that forms part of public records, archival, or operational logs.
  • Content submitted by other users where rights, licenses, or agreements prevent removal.
• Timeframes and Processing: Nexly will process removal requests within a reasonable timeframe. Users acknowledge that processing may be delayed due to legal review, operational constraints, or volume of requests. No specific timeline or outcome is guaranteed.
• Disclaimers and Liability: Nexly disclaims any liability for content that remains accessible despite a removal request, for delays in processing, or for any consequences arising from the removal or non-removal of content.
• Recordkeeping: Nexly may retain records of content removal requests, associated communications, and actions taken for operational, legal, or regulatory purposes.

By submitting a content removal request, you acknowledge and agree that Nexly retains sole discretion in evaluating and acting upon the request, and that all requests are subject to applicable laws, regulations, and platform policies.

68. Security Audits and Penetration Testing

Nexly prioritizes the security and integrity of its Services. To protect its infrastructure, systems, and users, security audits, penetration tests, and other vulnerability assessments are strictly controlled and subject to explicit authorization and compliance with defined rules and policies.

• Authorized Testing: Security testing, including audits, vulnerability scanning, penetration tests, or related assessments, may only be performed if expressly authorized in writing by Nexly. Authorized testing must strictly adhere to the approved scope, methodology, timing, and reporting requirements defined by Nexly. Any deviation from the approved testing parameters requires prior written consent.
• Submission of Findings: Users conducting authorized security testing must report any identified vulnerabilities, weaknesses, or risks promptly through Nexly’s designated reporting channels. Reports must include sufficient technical details to reproduce and verify the findings, along with mitigation recommendations where applicable.
• Prohibited Actions: Unauthorized security testing or attempts to probe, exploit, or disrupt Nexly’s systems, networks, applications, or user data are strictly forbidden. Prohibited activities include, but are not limited to:
  • Scanning for vulnerabilities without prior authorization.
  • Attempting to bypass authentication, access controls, or encryption mechanisms.
  • Exfiltrating, altering, or deleting data without consent.
  • Interfering with service availability or impacting other users’ access.
  Such unauthorized actions may result in immediate account suspension, legal action, and civil or criminal liability.
• Liability Disclaimer: Nexly disclaims any liability for damages, data loss, service interruptions, or security incidents resulting from unauthorized testing or misuse of vulnerabilities by users. Users participating in authorized testing are responsible for minimizing potential impact and adhering to all guidelines.
• Compliance with Law: All security testing must comply with applicable laws, regulations, and contractual obligations. Users conducting testing must not violate local, national, or international statutes, including computer crime laws.
• Recordkeeping and Audit Trail: Nexly may retain records of authorized testing activities, submitted reports, and remediation actions for operational, legal, or regulatory purposes.

By engaging in authorized security audits or penetration testing, you acknowledge and agree to adhere to Nexly’s policies, act in good faith, and accept full responsibility for compliance, reporting, and risk mitigation.

69. Virtual Currency, Tokens, or Credits

Nexly may offer digital currencies, platform credits, in-app tokens, or other virtual assets (collectively, “Virtual Currency”) for use within the Services. These Virtual Currency assets are subject to specific rules, limitations, and regulatory requirements, as described below.

• Usage Rules: Virtual Currency may only be used in accordance with these Terms, applicable platform rules, and any additional terms governing specific promotions, subscriptions, or transactions. Users may not use Virtual Currency for unauthorized purposes, illegal activities, or to circumvent restrictions imposed by Nexly.
• Ownership and Redemption: Users do not acquire ownership of Virtual Currency beyond the limited rights expressly granted by Nexly. Virtual Currency may be subject to expiration, non-transferability, redemption limits, or other restrictions. Nexly reserves the right to adjust balances, revoke credits, or modify redemption rules at its discretion.
• Account Responsibility: Users are responsible for securing their accounts, wallets, or devices associated with Virtual Currency. Unauthorized access, account sharing, or credential compromise may result in loss of Virtual Currency, for which Nexly is not liable.
• Disclaimers and Risk Acknowledgment: Nexly disclaims any liability for loss, devaluation, delays, technical failures, or inability to access, redeem, or transfer Virtual Currency. Virtual Currency may fluctuate in value, and users assume all risk associated with such fluctuations.
• Regulatory Compliance: Users agree to comply with all applicable laws, regulations, and reporting obligations regarding Virtual Currency, including anti-money laundering (AML), taxation, and financial regulations.
• Termination and Recovery: Nexly may suspend, restrict, or terminate Virtual Currency balances or accounts in accordance with these Terms, regulatory obligations, or security concerns. Nexly may recover or adjust Virtual Currency in the event of error, fraud, or policy violation.

By using Virtual Currency within the Services, users acknowledge and accept the limitations, risks, and obligations described above, and agree that Nexly has no obligation to maintain value, availability, or redemption beyond the terms set forth herein.

70. Future Services and Feature Announcements

Nexly may communicate plans, previews, or announcements regarding new services, features, products, or functionality (“Future Services”). These communications are for informational purposes only and do not constitute a commitment, guarantee, or promise of availability, functionality, or timing.

• Announcements and Previews: Any announcements, previews, or descriptions of Future Services are subject to change. Users acknowledge that timelines, features, or availability may differ from stated intentions, and Nexly disclaims any obligation to deliver such services as announced.
• No Reliance: Users may not rely on announcements or previews of Future Services for operational, financial, purchasing, or business decisions. Nexly shall not be liable for any losses, damages, or costs incurred based on expectations or planning related to Future Services.
• Modification, Delay, or Cancellation: Nexly reserves the right, at its sole discretion, to modify, delay, suspend, or cancel any Future Services, features, or announcements without liability or prior notice. Users acknowledge that feature availability, design, or functionality may be changed or discontinued.
• Beta or Early Access: If Future Services are made available on a trial, beta, or early-access basis, participation is voluntary and subject to applicable terms for experimental features (see Sections 19 and 61). Nexly makes no warranty regarding performance, reliability, or suitability of such pre-release offerings.
• Intellectual Property and Confidentiality: Any information regarding Future Services, including designs, descriptions, or feature concepts, remains the intellectual property of Nexly. Users agree to treat such information as confidential and not disclose, reproduce, or use it outside the Services without prior written consent.
• Feedback and Suggestions: Feedback or suggestions provided by users regarding Future Services may be collected and used by Nexly without obligation or compensation (see Section 13 on Feedback and Suggestions).

By viewing or participating in communications regarding Future Services, users acknowledge and accept the inherent uncertainties, disclaimers, and Nexly’s sole discretion in implementing or changing such services or features.

71. Automated Decision-Making and Profiling

Nexly may use automated systems, algorithms, machine learning models, or artificial intelligence (“AI Systems”) to personalize content, provide recommendations, optimize services, or make automated decisions in connection with your use of the Services. These AI-powered systems may analyze behavioral data, usage patterns, demographic information, and other signals to enhance user experience.

• Scope of Automated Decisions: Automated decision-making may include, but is not limited to, content recommendations, feature prioritization, advertising personalization, security alerts, fraud detection, or eligibility determinations for certain features or programs. Users acknowledge that such automated decisions are inherently probabilistic and may not always produce accurate or desired outcomes.
• User Consent: By using the Services, you consent to the collection, processing, and use of your data for automated profiling, personalization, or decision-making purposes. This includes usage data, engagement patterns, device information, and other metadata. Where applicable, consent is provided in accordance with data protection laws, including GDPR or similar regulations.
• Transparency and Explanation: Nexly may provide explanations or summaries of how automated decisions are made, including general criteria, input types, or data categories. Users may request information about automated processing where legally required.
• Limitations and Disclaimers: Automated decisions are provided “as is” and may involve errors, biases, or unintended consequences. Nexly disclaims all liability arising from reliance on automated decisions, algorithmic outputs, or profiling results, including financial, operational, or reputational impacts.
• User Controls: Where applicable by law or platform settings, users may manage personalization preferences, opt out of certain profiling, or adjust automated recommendations. Opting out may limit functionality or personalization benefits of the Services.
• Feedback and Corrections: Users may submit feedback regarding automated decisions or profiling outcomes. Feedback may be used by Nexly to improve AI Systems but does not guarantee modification, correction, or reversal of any automated decision.

By continuing to use the Services, users acknowledge the role of AI and automated systems in delivering personalized experiences and accept the limitations, disclaimers, and consent requirements associated with such automated processing.

72. Open Source Software and Third-Party Libraries

The Services may incorporate open source software, third-party libraries, or other components (“Third-Party Components”) that are subject to their own licensing terms and conditions. Your use of these Third-Party Components is governed by the applicable third-party licenses, in addition to these Terms.

• Incorporation and Scope: Third-Party Components may be bundled, linked, or otherwise integrated into the Services. These components are included solely to enhance functionality and are provided according to their respective license agreements.
• Licensing Obligations: Users agree to comply with all terms, obligations, and restrictions imposed by third-party or open source licenses, including, without limitation, requirements related to attribution, redistribution, modification, or usage limitations. Nexly may provide access to license texts or notices where required.
• Disclaimer of Warranty: Third-Party Components are provided “as is” without warranties of any kind, express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. Nexly does not guarantee the functionality, security, compatibility, or performance of any Third-Party Components.
• Liability Limitations: Nexly disclaims liability for any damages, losses, or claims arising from the use, misuse, or failure of Third-Party Components. Users acknowledge that reliance on such components is at their own risk.
• Updates and Modifications: Nexly may update, replace, or remove Third-Party Components at its discretion. Continued use of the Services constitutes acceptance of updated components and associated license terms.

By using the Services, users acknowledge and accept the incorporation of Third-Party Components, agree to comply with applicable licenses, and understand the limitations, disclaimers, and risk assumptions associated with such components.

73. Social Features and User Interactions

Nexly provides social, messaging, commenting, sharing, and collaborative features (“Social Features”) to facilitate user interaction, communication, and community engagement. Use of these features is subject to applicable laws, Nexly’s Terms, and community guidelines.

• Community Behavior: Users must engage respectfully, lawfully, and in accordance with community standards. This includes refraining from harassment, threats, abusive language, impersonation, and other conduct that could disrupt the community or infringe the rights of others.
• Prohibited Conduct: Users may not post, share, or transmit content that is defamatory, obscene, hateful, discriminatory, fraudulent, misleading, or otherwise illegal. Spamming, phishing, or other abusive behaviors designed to harm users, the platform, or the community are strictly forbidden.
• Moderation Rights: Nexly reserves the right, at its sole discretion, to monitor, review, remove, restrict, or disable access to content and Social Features. This includes automated or manual moderation to enforce community guidelines, detect harmful activity, or maintain service quality.
• Disclaimers: Nexly disclaims liability for user-generated content, user-to-user interactions, and any disputes, damages, or losses arising from Social Features. Users acknowledge that content may be flagged, moderated, or removed in error and consent to such actions.
• User Reporting: Users are encouraged to report violations of community guidelines or suspicious activity through designated reporting channels. Nexly may investigate reports but is not obligated to take specific action or resolve disputes.
• Data Processing: Use of Social Features may involve processing of content, metadata, and behavioral data for moderation, analytics, personalization, and service improvement in accordance with Nexly’s Privacy Policy.

By using Social Features, users acknowledge the shared responsibility for safe, lawful, and respectful interactions and accept that Nexly’s moderation and content management decisions are final and discretionary.

74. Data Retention and Deletion Policies

Nexly is committed to managing user data responsibly, balancing operational needs, legal obligations, and user privacy. All data retention, storage, and deletion practices are conducted in accordance with Nexly’s Privacy Policy and applicable laws.

• Data Retention: Nexly may retain personal data, account information, and user-generated content for as long as necessary to provide the Services, comply with legal obligations, resolve disputes, enforce agreements, or fulfill operational purposes. Retention periods may vary by data type, jurisdiction, or regulatory requirements.
• Deletion Requests: Users may request deletion of personal data or specific content through designated channels. Nexly will evaluate requests and act in accordance with applicable law and technical feasibility. Certain data may be retained to comply with contractual, regulatory, or legal obligations.
• Residual Data and Backups: Even after deletion requests are processed, copies of data may persist in system backups, archives, or logs for operational continuity, disaster recovery, or legal compliance. Users acknowledge that complete removal may not be immediate or technically feasible.
• Limitations of Liability: Nexly disclaims liability for any consequences, damages, or losses arising from the retention or deletion of data, including residual copies, backups, or delays in processing deletion requests.
• User Responsibilities: Users are responsible for maintaining personal backups, managing content, and understanding the limits of deletion in accordance with the Services’ capabilities.
• Changes to Policies: Nexly may update retention and deletion practices to reflect changes in laws, operational requirements, or technological developments. Continued use of the Services constitutes acceptance of such updates.

By using the Services, users acknowledge and consent to Nexly’s data retention, deletion, and backup practices as described in this Section and in the Privacy Policy.

75. Security Breach Notification

Nexly takes the security of user data seriously and implements technical and organizational measures to protect against unauthorized access, disclosure, or loss. In the unlikely event of a security breach, Nexly has established procedures to notify affected users in accordance with applicable law.

• Notification Procedures: If Nexly becomes aware of a breach compromising user data, it will provide notification to affected users through reasonable channels such as email, in-app messaging, or other methods. Notifications will include information about the nature of the breach, the data affected, and recommended steps users should take to protect themselves.
• Investigation and Delays: Notification timelines may be impacted by the scope and complexity of the breach, ongoing investigations, law enforcement involvement, or technical constraints. Nexly will act promptly while balancing the need to ensure accuracy and security during the investigation.
• User Responsibilities: Users are encouraged to follow recommended actions following a breach, including resetting passwords, monitoring accounts, and applying additional security measures as appropriate.
• Limitations of Liability: Nexly disclaims liability for indirect, incidental, consequential, or punitive damages arising from security breaches, delayed notifications, or user inaction, except where prohibited by law.
• Regulatory Compliance: Nexly will comply with applicable data breach notification laws and regulations, including providing timely notifications to regulators and other authorities when required.
• Continuous Improvement: Following any breach, Nexly may update security practices, policies, or procedures to mitigate future risks and enhance protection of user data.

By using the Services, users acknowledge and accept Nexly’s security breach notification procedures, including any limitations, as outlined in this Section and the Privacy Policy.

76. API Third-Party Access

Nexly provides APIs to enable integration with third-party applications, services, or platforms. Access to user data via these APIs is strictly controlled and subject to user authorization, applicable API terms, and platform security policies.

• Authorized Access: Third-party applications may only access user data via Nexly APIs if expressly authorized by the user and in compliance with Nexly’s API Terms of Service, documentation, and security requirements. Users must grant explicit consent for each type of data accessed.
• User Responsibilities: Users are responsible for maintaining the confidentiality and security of API keys, authentication credentials, and access tokens. Sharing credentials with unauthorized parties, storing keys insecurely, or otherwise compromising API security may result in immediate suspension or termination of API access.
• Third-Party Obligations: Developers accessing the API must comply with all applicable laws, regulations, and Nexly’s guidelines, including restrictions on data usage, storage, redistribution, and security. Third-party misuse of the API may result in revocation of access and other enforcement actions.
• Monitoring and Enforcement: Nexly reserves the right to monitor API usage, detect anomalies, and enforce rate limits or restrictions to protect system integrity. Violations may result in temporary or permanent suspension of access without liability.
• Disclaimers and Limitations of Liability: Nexly disclaims all liability for damages, losses, or claims arising from third-party applications’ access or misuse of user data via the API, including unauthorized access, data breaches, or service interruptions.
• Revocation of Access: Nexly may revoke or modify third-party API access at any time, for any reason, including changes to the Services, security concerns, or legal compliance, without prior notice.

By using Nexly APIs, users acknowledge and accept these terms, including their responsibilities and the limitations of Nexly’s liability regarding third-party access and usage.

77. Localization and Language

Nexly may provide the Services, user interfaces, content, and support in multiple languages to accommodate users in different regions. While translations are offered for convenience, they may contain errors, omissions, or inconsistencies compared to the primary language version.

• Service Localization: Localized versions of the Services, documentation, and communications may differ in availability, functionality, or content depending on the region or language. Users acknowledge that not all features, content, or services may be accessible in all languages.
• Governing Language: In the event of any inconsistency or conflict between language versions of the Terms, policies, or Service content, the English version (or such other language as officially designated by Nexly) shall govern and prevail for all legal and contractual purposes.
• Regional Variations: Certain Services, features, or content may vary by region due to regulatory, legal, or operational requirements. Users acknowledge and agree that regional differences may exist and that Nexly may adjust content or functionality to comply with local laws.
• User Responsibility: Users are responsible for understanding terms, policies, or instructions in the official governing language. Users relying on translated versions do so at their own risk.
• Disclaimer: Nexly disclaims liability for inaccuracies, misinterpretations, or other issues arising from translated content, including any inconvenience, errors, or losses resulting from regional or language-specific variations.

By using the Services in any language, users acknowledge that translations are provided for convenience only, and the official language version governs for all legal, operational, and contractual purposes.

78. Research Publications and Academic Use

Nexly may provide access to data, analytical tools, APIs, or Services for academic, scientific, or research purposes. Use of such resources is subject to compliance with these Terms, applicable licenses, and relevant laws and regulations.

• Permitted Use: Users may utilize Nexly resources for non-commercial research, educational projects, or scholarly publications. Any use outside these purposes, including commercial exploitation, requires prior written authorization from Nexly.
• Data Handling and Compliance: Researchers must ensure data is used responsibly, anonymized where required, and in accordance with all privacy, ethical, and regulatory standards. Misuse of data or violation of third-party rights is prohibited.
• Attribution and Citation: Users must provide proper attribution to Nexly when referencing data, tools, or Services in publications, presentations, or academic outputs, in accordance with any specific citation guidelines provided.
• Publication Restrictions: Certain datasets, features, or proprietary tools may have limitations on public disclosure. Users must obtain explicit permission before publishing sensitive or proprietary information.
• Disclaimers and Liability: Nexly disclaims any liability for conclusions, interpretations, or outcomes derived from research using its resources. Third parties relying on research outputs do so at their own risk, and Nexly is not responsible for any errors, omissions, or inaccuracies.
• Termination of Access: Nexly may suspend or revoke research access if these Terms are violated, or if continued access poses legal, ethical, or operational risks.

By using Nexly resources for research purposes, users acknowledge that they are responsible for compliance with these Terms, applicable laws, and best practices in academic integrity and data usage.

79. Automated Content Generation Tools

Nexly may provide or enable access to artificial intelligence, machine learning, or other automated systems for content creation, including text, images, audio, or other media (“Automated Content Tools”). Use of these tools is subject to these Terms, applicable laws, and platform policies.

• User Responsibility: Users are solely responsible for ensuring that all content generated, published, or shared using Automated Content Tools complies with applicable laws, intellectual property rights, community guidelines, and Nexly’s platform policies. Users must avoid generating content that is defamatory, infringing, unlawful, or harmful to third parties.
• Content Ownership and Licensing: Users retain ownership of content they create using Automated Content Tools, subject to any third-party rights. By using the Services, users grant Nexly a limited, worldwide, royalty-free, non-exclusive license to store, display, distribute, and facilitate use of the content within the platform, including for operational, promotional, or analytic purposes.
• Prohibited Uses: Users may not use Automated Content Tools to create content intended to mislead, impersonate, manipulate, or defraud, including deepfakes, spam, or malicious code. Violation may result in removal of content, suspension, or termination of accounts.
• Accuracy and Liability Disclaimer: Nexly does not guarantee the accuracy, reliability, or appropriateness of content generated by Automated Content Tools. Users acknowledge that outputs may be flawed, biased, or inappropriate, and Nexly disclaims any liability for damages, losses, or third-party claims arising from such content or its downstream use.
• Monitoring and Enforcement: Nexly may monitor content generated using these tools to enforce policies, detect misuse, or improve system performance. Users consent to such monitoring and automated or manual review processes.

By using Automated Content Tools, users accept full responsibility for generated content and its compliance with applicable legal, ethical, and platform standards.

80. Termination Due to Regulatory or Legal Obligations

Nexly reserves the right to restrict, suspend, or terminate user accounts, subscriptions, access to Services, or any portion thereof to comply with applicable laws, government orders, court directives, or other regulatory requirements. Such actions may be taken with or without prior notice depending on the nature of the legal or regulatory requirement.

• Regulatory Compliance: Users acknowledge that Nexly may be required to act to meet obligations under local, national, or international laws, including but not limited to anti-money laundering regulations, export control laws, data protection requirements, or financial regulations. Compliance actions may include account suspension, restriction of services, content removal, or permanent termination.
• User Cooperation: Users must provide accurate information, respond to inquiries, and comply with legal or regulatory procedures when requested. Failure to cooperate may result in extended restrictions, account suspension, or termination.
• Impact on Data and Services: Termination or restriction due to regulatory or legal obligations may result in deletion, loss, or inaccessibility of user data, content, or subscription privileges. Users are responsible for maintaining independent backups of their content where feasible.
• Disclaimers and Limitation of Liability: Nexly disclaims all liability for any direct, indirect, incidental, consequential, or special damages arising from actions taken to comply with legal or regulatory requirements. This includes but is not limited to loss of content, loss of access, financial loss, or disruption of business operations.
• Enforcement and Notification: Nexly may implement such measures immediately if required by law or regulatory authority. Notification may be delayed or restricted to avoid impeding regulatory or legal processes.

By using the Services, users acknowledge and accept that regulatory or legal obligations may necessitate account or service termination and that Nexly’s compliance actions are mandatory and beyond Nexly’s discretion.

81. Notifications and Communications

Nexly may communicate with users through various channels, including but not limited to email, in-app messages, push notifications, SMS, or other electronic methods, to provide important account information, system updates, service announcements, promotional offers, or other relevant communications.

• Types of Communications: Communications may include:
  • Service-related notifications, such as account activity alerts, security advisories, and policy updates;
  • System updates, feature announcements, and platform maintenance notifications;
  • Marketing, promotional, or partnership offers, where legally permitted;
  • Regulatory, legal, or compliance-related notices.
• Consent and User Preferences: By using the Services, users consent to receive electronic communications. Users may manage their communication preferences, including opting out of marketing or non-essential communications, through account settings or provided links. Certain service-critical communications, such as security alerts or legal notices, cannot be opted out of and will be sent regardless of user preferences.
• Delivery and Limitations: Nexly does not guarantee the receipt, timeliness, or accuracy of communications. Messages may be delayed, misdirected, or blocked due to technical failures, spam filters, network issues, or user settings. Users are responsible for maintaining valid contact information to ensure delivery of critical communications.
• Disclaimer and Limitation of Liability: Nexly disclaims liability for missed, delayed, or undeliverable communications and for any consequences arising from such occurrences, including missed opportunities, service disruptions, or regulatory non-compliance.
• Legal Compliance: Communications are subject to applicable electronic communication laws and regulations, including anti-spam rules, privacy requirements, and marketing restrictions in the jurisdictions where users reside.

Users acknowledge that receipt of communications is an integral part of Service use and agree that Nexly may rely on electronic delivery methods as legally effective notices for account, service, and legal matters.

82. Advertising Metrics and Analytics

Nexly collects and analyzes data to measure the effectiveness of advertising, improve platform performance, and provide insights into user engagement. This data may include both user interactions within the Services and aggregated information from third-party sources.

• Data Collection and Usage: User data may be collected through cookies, pixels, SDKs, APIs, or other tracking technologies. Data may include user activity, device information, demographic signals, click-through rates, conversion events, and engagement metrics. This data is used for:
  • Evaluating advertising and marketing campaign performance;
  • Optimizing ad targeting, delivery, and personalization;
  • Analyzing Service usage patterns to improve functionality and features;
  • Generating aggregated insights and reports for internal and external stakeholders.
• Third-Party Data: Advertising metrics may incorporate anonymized, aggregated, or statistical data from third-party partners, advertisers, or service providers. Nexly does not guarantee the accuracy, completeness, or reliability of third-party data and disclaims liability for any decisions or actions based on such data.
• User Consent and Control: By using the Services, users consent to the collection, processing, and use of data for advertising metrics, conversion tracking, and analytics. Where legally required, users may manage preferences, limit tracking, or opt out of personalized advertising through account settings or privacy tools. Essential analytics and measurement data necessary for Service operation may not be opt-out eligible.
• Data Security and Retention: Nexly implements reasonable technical, administrative, and organizational measures to protect collected metrics and analytics data. Retention periods are determined based on operational needs, legal obligations, or regulatory requirements.
• Disclaimer and Limitation of Liability: Nexly disclaims responsibility for any inaccuracies, misinterpretations, or business decisions resulting from analytics, metrics, or third-party data. Users acknowledge that insights derived from analytics are for informational purposes and should be independently verified before reliance.
• Legal Compliance: All data collection, processing, and usage comply with applicable privacy, advertising, and electronic communications laws, including regulations governing user consent, tracking, and profiling.

Users understand and agree that advertising metrics and analytics are integral to the operation and improvement of Nexly Services, and consent to their lawful use as described in this section.

83. Backup and Disaster Recovery

Nexly employs structured backup and disaster recovery processes to enhance resilience, protect user data, and maintain operational continuity in the event of technical failures, cyber incidents, or other disruptive events.

• Backup Measures: Nexly implements a combination of automated and manual backup procedures, including:
  • Redundant storage across multiple physical and/or cloud locations;
  • Data replication and regular synchronization to ensure consistency;
  • Periodic integrity checks and monitoring to detect corruption or loss;
  • System failover and continuity protocols to restore access in the event of infrastructure disruption.
• Recovery Objectives and Limitations: While Nexly strives to restore services and data as quickly as possible, no system can guarantee immediate or complete recovery. Limitations include:
  • Partial data loss due to timing of backups or replication delays;
  • Temporary service interruptions during failover or maintenance;
  • Recovery delays caused by factors outside Nexly’s control, such as force majeure, cyberattacks, or third-party service failures.
• User Responsibility: Users are solely responsible for:
  • Maintaining local or alternative backups of critical data;
  • Implementing additional security and redundancy measures for sensitive or mission-critical information;
  • Ensuring proper access controls, encryption, and data protection on their devices and accounts.
• Disclaimer and Limitation of Liability: Nexly disclaims any liability for data loss, service interruptions, or damages arising from backup failures, disaster events, or delays in recovery. Users acknowledge that participation in the Services does not substitute for their own data management practices.
• Compliance and Legal Obligations: Nexly may retain backups to comply with applicable laws, regulatory requirements, or legal holds, even if such retention exceeds standard operational practices.

Users acknowledge that while Nexly takes reasonable measures to protect data integrity and service continuity, full recovery is not guaranteed, and proactive user data management remains essential.

84. Accessibility Commitments

Nexly is committed to making its Services accessible to all users, including individuals with disabilities, and strives to comply with applicable accessibility standards, guidelines, and best practices.

• Accessibility Goals: Nexly seeks to provide:
  • Interfaces compatible with assistive technologies, such as screen readers, voice commands, or alternative input devices;
  • Text alternatives, captions, and descriptive elements where appropriate;
  • Consistent navigation, clear labeling, and adaptable layouts to accommodate diverse user needs;
  • Periodic assessments and updates to enhance accessibility across all devices and platforms.
• User Feedback and Reporting: Users are encouraged to report accessibility issues or provide improvement suggestions via designated channels. Nexly may:
  • Investigate reported accessibility concerns;
  • Incorporate feedback into product updates or enhancements;
  • Prioritize fixes based on technical feasibility, legal obligations, and user impact.
  Implementation of feedback is at Nexly’s discretion and may be subject to operational or technical constraints.
• Disclaimer and Limitations: While Nexly strives to improve accessibility, it does not guarantee full compliance or uninterrupted access. Users acknowledge that:
  • Certain features may have partial or limited accessibility;
  • Technical, device, or browser limitations may affect accessibility performance;
  • Nexly disclaims liability for any consequences arising from inaccessible features or partial implementation.
• Compliance and Continuous Improvement: Nexly monitors changes in accessibility standards and regulations and may update its practices and features accordingly. However, users are encouraged to employ their own accessibility tools and measures where needed.

Users acknowledge that accessibility is an ongoing commitment and that Nexly’s efforts, while robust, do not guarantee complete accessibility across all scenarios, devices, or content types.

85. Experimental APIs and Developer Tools

Nexly may provide access to experimental, beta, or pre-release APIs, SDKs, or other developer tools (“Experimental Tools”) to enable innovation and developer feedback. These tools are intended for testing, evaluation, and development purposes and may be unstable, incomplete, or subject to change.

• Access and Usage: Access to Experimental Tools is granted on a limited, non-exclusive, revocable basis. Users must comply with:
  • All usage limits, quotas, and operational constraints imposed by Nexly;
  • Technical documentation and guidelines provided with the tools;
  • Any applicable local, national, or international laws, including intellectual property, privacy, and security regulations.
• User Responsibility: Users are solely responsible for:
  • Implementing appropriate security measures to protect data, credentials, and systems;
  • Ensuring compliance with all intellectual property and licensing obligations;
  • Testing and validating any integration before deployment in production environments;
  • Monitoring and maintaining systems that interact with Experimental Tools.
• Disclaimers and Limitations: Experimental Tools are provided “as-is” and may contain defects, bugs, or incomplete functionality. Nexly expressly disclaims liability for:
  • Errors, failures, or downtime caused by the use of Experimental Tools;
  • Any direct, indirect, incidental, or consequential damages arising from use;
  • Loss, corruption, or unauthorized access to data processed through these tools.
• Feedback and Contributions: Any suggestions, feedback, or data submitted regarding Experimental Tools are considered non-confidential and may be used by Nexly for development, improvement, or commercialization of products without compensation.
• Termination and Modifications: Nexly may modify, suspend, or discontinue access to Experimental Tools at any time without notice or liability. Continued use constitutes acceptance of changes or discontinuation.

Users acknowledge and accept the experimental nature of these tools and assume all associated risks.

86. Mergers, Acquisitions, and Corporate Changes

Nexly may undergo corporate transactions, including mergers, acquisitions, reorganizations, or sale of assets (“Corporate Transactions”), which may involve transfer of user accounts, data, or obligations. These transactions are intended to maintain, enhance, or expand the Services, and to ensure continuity of operations.

• Transfer of Accounts and Data: In the event of a Corporate Transaction, user accounts, content, and associated data may be transferred to the successor entity. Users acknowledge and consent that such transfers may occur without additional notice or consent, subject to applicable privacy and data protection laws.
• Changes in Terms or Services: Corporate Transactions may result in modifications to:
  • Service features, functionality, or availability;
  • Privacy policies, data handling practices, or security measures;
  • Billing, subscription plans, or contractual terms.
  Users accept that continued use constitutes acceptance of any such changes following a Corporate Transaction.
• User Consent and Rights: By using the Services, users consent to:
  • The transfer of accounts, personal data, and other user content;
  • Assumption of service obligations by any successor entity;
  • Changes in the legal or operational structure of the Services as a result of Corporate Transactions.
• Disclaimers and Limitations: Nexly disclaims liability for:
  • Any disruptions, alterations, or loss of functionality resulting from Corporate Transactions;
  • Decisions or practices of successor entities regarding data, features, or service terms;
  • Financial or operational impacts experienced by users due to such corporate changes.
• Notification: Where legally required, Nexly may provide notice of Corporate Transactions via email, in-app messaging, or official announcements. Users are responsible for reviewing communications regarding such changes.

Users acknowledge that Corporate Transactions are an integral part of Nexly’s business operations and agree to cooperate as necessary to facilitate smooth transitions.

87. Multi-User and Enterprise Accounts

Nexly offers enterprise or multi-user account structures (“Enterprise Accounts”) designed for organizations, teams, or other collective entities. Enterprise Accounts enable administrative oversight, seat management, and controlled access to services and resources, subject to these Terms and applicable administrative policies.

• Account Administration: Enterprise Accounts are managed by designated administrators who have authority to:
  • Assign, modify, or revoke user access (“Seats”);
  • Configure service permissions, roles, and feature access;
  • Monitor activity, usage metrics, and compliance with organizational policies.
  Users acknowledge that administrative decisions may affect functionality, data access, or service availability within the organization.
• Organizational Responsibilities: Organizations are solely responsible for:
  • Ensuring that all users comply with Nexly’s Terms, applicable laws, and internal policies;
  • Maintaining data security, including credential management, access controls, and secure handling of sensitive information;
  • Monitoring and auditing user activity to prevent misuse, breaches, or policy violations.
• User Acknowledgment: Individual users under Enterprise Accounts understand that:
  • Administrative settings may restrict or modify access to certain features;
  • Data shared within the organization may be visible to administrators;
  • Actions performed under their account are the responsibility of both the user and the organization.
• Disclaimers and Limitations: Nexly disclaims liability for:
  • Decisions, actions, or omissions by administrators or organizational leadership;
  • Misuse, unauthorized access, or policy violations occurring within the Enterprise Account;
  • Any loss, disruption, or damage arising from administrative configurations, organizational oversight, or internal disputes.
• Compliance and Cooperation: Organizations and users agree to cooperate with Nexly regarding inquiries, audits, or investigations concerning Enterprise Account usage, data integrity, or security incidents.

By using Enterprise Accounts, organizations and users acknowledge that they bear joint responsibility for account governance, user behavior, and compliance with these Terms.

88. Promotional Codes, Offers, and Incentives

Nexly may provide promotional codes, discounts, loyalty rewards, or other incentives (collectively, “Promotions”) to encourage usage, engagement, or participation in the Services. All Promotions are subject to these Terms, the specific rules accompanying each Promotion, and applicable laws.

• Eligibility and Usage:
  • Promotions may be limited to specific users, accounts, regions, or time periods as defined by Nexly.
  • Users must comply with all stated requirements, including minimum purchase amounts, account standing, or participation criteria.
  • Promotions may not be redeemed for cash unless explicitly stated.
• Non-Transferability and Restrictions:
  • Promotions are generally non-transferable and cannot be combined with other offers unless expressly permitted.
  • Unauthorized use, duplication, or exploitation of Promotions may result in cancellation, revocation, or account restrictions.
  • Each user is responsible for the proper redemption of Promotions in accordance with Nexly’s instructions.
• Expiration and Modifications:
  • Promotions may have expiration dates, usage limits, or other conditions, which Nexly may modify or revoke at its discretion.
  • Nexly reserves the right to suspend or terminate Promotions in case of fraud, misuse, or technical errors.
• Disclaimer and Limitation of Liability:
  • Nexly disclaims liability for errors, omissions, technical failures, or unintended use affecting the validity or value of Promotions.
  • Users acknowledge that participation in Promotions is at their own risk, and Nexly makes no guarantee of availability, value, or fulfillment.
• Compliance with Law:
  • Users must comply with all local laws, regulations, and tax obligations related to the receipt or use of Promotions.

By participating in Promotions, users agree to abide by all terms and conditions established by Nexly and acknowledge that violations may result in denial of benefits or account action.

89. Beta Program Termination

Nexly may offer beta, pilot, or early access programs (collectively, “Beta Programs”) to allow users to test, evaluate, or provide feedback on pre-release features. Participation in Beta Programs is voluntary and may be subject to specific eligibility requirements.

• Termination Rights:
  • Nexly reserves the right to suspend or terminate any user’s participation in Beta Programs at any time, for any reason, with or without prior notice.
  • Termination may occur due to user non-compliance, program changes, security concerns, or at Nexly’s discretion.
• Effects on Data and Features:
  • Upon termination, access to beta features, tools, or environments may be revoked immediately.
  • Data, content, or analytics generated during participation may be deleted, archived, or reverted according to Nexly’s policies.
  • Nexly does not guarantee continued access to beta features, retention of data, or migration of beta content to production services.
• Disclaimers and Limitation of Liability:
  • Participation in Beta Programs is at the user’s own risk.
  • Nexly disclaims liability for any disruption, loss of access, or inconvenience resulting from termination or changes to Beta Programs.
  • Users acknowledge that beta features may be unstable, incomplete, or incompatible with standard Services, and agree that Nexly has no obligation to provide support or remedies.
• User Feedback and Intellectual Property:
  • Any feedback, suggestions, or insights provided during Beta Programs may be used by Nexly without compensation, as outlined in Section 13 (Feedback and Suggestions).

By participating in Beta Programs, users acknowledge and accept the provisional nature of such features and agree to all terms regarding termination, data handling, and liability limitations.

90. Changes to Privacy and Security Practices

Nexly is committed to maintaining the privacy, security, and integrity of user data. To ensure compliance with evolving regulations, implement best practices, or enhance the Services, Nexly may update its privacy, security, or data handling policies and practices from time to time.

• Updates and Modifications:
  • Nexly may modify privacy policies, security measures, data collection procedures, encryption standards, or internal practices to comply with legal requirements, adopt new technologies, or improve operational security.
  • Changes may include updates to how personal information is collected, processed, stored, shared, or retained, as well as adjustments to user authentication, access controls, or incident response procedures.
  • Where legally required, Nexly will provide notice of significant changes to privacy or security practices through email, in-app notifications, or other communication channels.
• User Consent and Acknowledgment:
  • By continuing to use the Services after any modifications, users explicitly consent to the updated privacy, security, or data handling practices.
  • Users are responsible for reviewing updates and adjusting account settings or practices as necessary to remain in compliance with the updated policies.
• Impact and Disclaimers:
  • Nexly disclaims liability for any impacts, including changes to data accessibility, service features, or user experience resulting from updates to privacy or security practices.
  • Users acknowledge that modifications may affect functionality, data retention, or interoperability with third-party services and agree that Nexly is not responsible for such impacts.
• Continuous Improvement:
  • Nexly may implement temporary or experimental security measures to test or improve systems. Participation in the Services implies acceptance of such enhancements and potential short-term disruptions.

Users are encouraged to regularly review Nexly’s privacy and security notices to stay informed about updates and ensure continued compliance with applicable requirements.

91. Third-Party Integrations and Plugins

Nexly may allow users to connect third-party applications, plugins, or software extensions to enhance functionality or extend the capabilities of the Services. Such integrations can provide added features but may introduce additional risks, including security, privacy, or operational issues.

• Authorized Integrations:
  • Users may only enable integrations or plugins that are explicitly authorized, verified, and compatible with the Services.
  • Nexly reserves the right to restrict, suspend, or revoke integration access if it is deemed incompatible, unsafe, or in violation of these Terms.
  • Integrations may require separate credentials, API keys, or agreements with third-party providers. Users are responsible for understanding and complying with these additional requirements.
• User Responsibility:
  • Users must ensure integrations are configured correctly and used in accordance with applicable laws, intellectual property rights, and Nexly’s Terms of Service.
  • Users are responsible for securing any data transmitted to or from third-party services and for monitoring the behavior of connected applications.
  • Users should regularly review and update permissions, revoke unnecessary access, and promptly address any security concerns arising from integrations.
• Disclaimers and Limitation of Liability:
  • Nexly disclaims any liability for malfunctions, errors, security vulnerabilities, data loss, or legal disputes resulting from the use of third-party integrations.
  • Users acknowledge that third-party software may introduce risks beyond Nexly’s control, including unauthorized access, service interruptions, or exposure of personal data.
  • Nexly does not guarantee the availability, reliability, or accuracy of third-party services and is not responsible for resolving issues arising from such integrations.
• Monitoring and Enforcement:
  • Nexly may monitor connected integrations for compliance, security risks, or suspicious activity and may take corrective action, including disabling the integration, without notice.
  • Users agree that such monitoring and enforcement measures are necessary for the protection of the Services, other users, and Nexly’s infrastructure.

Users are encouraged to exercise caution, review third-party privacy policies, and maintain appropriate security practices when using integrations with Nexly’s Services.

92. Content Monetization and Revenue Sharing

Nexly provides opportunities for eligible users to monetize content through advertising, subscriptions, tipping, or other revenue-generating features offered on the platform. Monetization is subject to eligibility, compliance with these Terms, applicable laws, and Nexly’s policies.

• Eligibility and Enrollment:
  • Users must meet minimum eligibility requirements, including age, account standing, and content compliance, to participate in monetization programs.
  • Participation may require enrollment, acceptance of additional agreements, or provision of tax and payment information.
  • Nexly reserves the right to approve, suspend, or terminate participation in monetization programs at its discretion.
• Revenue Sharing and Payments:
  • Revenue distribution, payout schedules, and minimum thresholds are defined by Nexly and may be modified with prior notice.
  • Payments are subject to Nexly’s verification, processing, and compliance procedures, and may be delayed due to regulatory, technical, or operational reasons.
  • Users are responsible for reporting, calculating, and paying any taxes, duties, or other governmental charges arising from monetized content.
• User Responsibilities:
  • Users must ensure that monetized content does not infringe third-party rights, violate applicable laws, or breach Nexly’s content and community policies.
  • Users remain liable for all actions, claims, or disputes related to monetized content, including copyright, trademark, or privacy violations.
  • Users must maintain accurate account information to receive payments and notifications.
• Disclaimers and Limitation of Liability:
  • Nexly disclaims any liability for revenue fluctuations, technical errors, disputes between users, or delays in payments.
  • Participation in monetization programs does not create any ownership rights, guarantees of income, or employment relationship with Nexly.
  • Nexly reserves the right to adjust, suspend, or terminate monetization features or revenue-sharing terms at any time, including retroactively, where permitted by law.
• Monitoring and Enforcement:
  • Nexly may monitor monetized content to ensure compliance with program rules, prevent abuse, and protect platform integrity.
  • Violations may result in withholding of payments, suspension from monetization, or account termination without liability.

Users are encouraged to review all program-specific terms, maintain accurate financial records, and comply with all legal and tax obligations associated with content monetization.

93. Geolocation and Location-Based Services

Nexly may provide location-based services that leverage geolocation data to enable functionality, personalize content, deliver relevant experiences, and support analytics. Use of these services requires explicit consent and adherence to applicable laws and platform policies.

• Data Collection and Usage:
  • Location data may be collected via GPS, IP addresses, Wi-Fi, Bluetooth, or other device signals when users enable location services.
  • Collected location data may be used to provide personalized content, improve service quality, support analytics, enable location-based features, or facilitate third-party integrations.
  • Aggregated or anonymized location data may be used for research, advertising, or operational insights, subject to privacy protections.
• User Consent and Control:
  • Users must enable location services to access geolocation features. By doing so, users consent to the collection, processing, storage, and sharing of location data in accordance with these Terms and Nexly’s Privacy Policy.
  • Users may modify or revoke location permissions at any time through device or account settings, though certain features may be limited or unavailable if location services are disabled.
• Third-Party Sharing:
  • Location data may be shared with service providers, advertisers, or partners to support location-based services, analytics, or operational purposes, provided such sharing complies with applicable laws and contractual obligations.
  • Users are responsible for understanding the privacy practices of third parties with whom location data may be shared.
• Accuracy and Limitations:
  • Nexly does not guarantee the accuracy, completeness, or real-time availability of location data.
  • Inaccurate, outdated, or misreported location data may affect service performance, personalization, or user experience.
• Disclaimers and Liability:
  • Nexly disclaims liability for unauthorized access, misuse, or errors related to location data.
  • Users assume all risks associated with sharing location information, including potential legal, safety, or privacy implications.
  • Nexly reserves the right to suspend, limit, or modify location-based features to comply with legal requirements, regulatory restrictions, or technical constraints.

Users are encouraged to review Nexly’s Privacy Policy for detailed information on how location data is collected, processed, and managed, and to exercise discretion when enabling location-based features.

94. Device and Platform Security Recommendations

Nexly is committed to maintaining a secure environment for its users. While Nexly implements technical and operational safeguards, the security of individual devices, accounts, and interactions with the Services also depends on user practices and vigilance.

• Recommended Security Measures:
  • Users are encouraged to implement strong, unique passwords and change them regularly.
  • Enabling two-factor authentication (2FA) or multi-factor authentication (MFA) is strongly recommended to enhance account protection.
  • Keep devices and applications up-to-date with the latest security patches and software updates.
  • Install and maintain reputable antivirus, anti-malware, and firewall solutions where applicable.
  • Exercise caution with third-party applications, plugins, or integrations, ensuring they come from trusted sources.
  • Regularly review account activity logs, permissions, and connected devices to detect unauthorized access.
• User Responsibility:
  • Users are solely responsible for securing their devices, networks, credentials, and authentication mechanisms.
  • Users bear responsibility for all activity conducted through their accounts, including any access resulting from compromised devices or credentials.
  • Users must promptly report suspected security incidents, breaches, or unauthorized access to Nexly through designated support or security channels.
• Disclaimers and Limitations:
  • Nexly disclaims liability for losses, damages, or interruptions resulting from malware, phishing attacks, device compromise, or inadequate security practices by users.
  • Nexly is not responsible for unauthorized access caused by third-party software vulnerabilities, network attacks, or social engineering targeting users.
  • While Nexly implements reasonable technical safeguards, users acknowledge that no system is completely secure and assume inherent risks associated with using the Services.
• Security Notifications and Guidance:
  • Nexly may provide security alerts, best practice guidance, or recommendations, but is not obligated to monitor or enforce user adherence to these guidelines.
  • Users are encouraged to periodically review security communications and adopt recommended measures promptly.

Users should treat this section as a framework for proactive security practices and remain vigilant against emerging threats to protect both personal and organizational data while using Nexly’s Services.

95. Notifications for Policy Changes

Nexly may update its Terms of Service, policies, rules, or guidelines to reflect changes in laws, business practices, security requirements, or service features. Users are responsible for staying informed about such updates.

• Notification Procedures:
  • Nexly may provide notifications of policy changes via email, in-app messaging, push notifications, or other communication channels deemed appropriate.
  • Notifications may include summaries of changes, effective dates, and links to the full updated policies.
  • Some critical updates, such as security, privacy, or compliance-related changes, may be communicated prominently and may require user acknowledgment or action.
• User Responsibility and Acceptance:
  • Users are responsible for regularly reviewing communications regarding policy updates.
  • Continued use of the Services after the effective date of changes constitutes acceptance of the updated Terms or policies.
  • Users who do not agree with changes must cease using the Services before the effective date of the updates.
• Disclaimers and Limitations:
  • Nexly disclaims liability for delayed, missed, or undeliverable notices due to email filters, network failures, or user inaction.
  • Users acknowledge that Nexly may update policies without individual notification if required for legal compliance, security, or operational reasons.
  • Nexly is not responsible for any consequences, including service interruptions or enforcement actions, arising from failure to review or comply with updated policies.
• Recordkeeping and Transparency:
  • Nexly may maintain archived versions of previous Terms and policy updates for transparency and compliance purposes.
  • Users may access historical versions to review the evolution of policies and understand prior obligations or rights.

Users are encouraged to stay informed about policy updates and maintain awareness of their responsibilities under Nexly’s Terms and policies to ensure continued compliance and service access.

96. Community Standards and Code of Conduct

Nexly is committed to fostering a safe, respectful, and lawful environment for all users. Participation in the Services requires compliance with these Community Standards and the Code of Conduct, which outline expected behavior, prohibited activities, and enforcement mechanisms.

• Community Guidelines and Expectations:
  • Users must engage in a manner that is respectful, lawful, and ethical, avoiding harassment, hate speech, threats, or abusive behavior.
  • Content shared or interactions conducted through the Services must comply with applicable laws, intellectual property rights, and Nexly’s platform-specific policies.
  • Users should respect the rights and privacy of others and avoid posting misleading, fraudulent, or harmful content.
  • Participation in the community requires adherence to any role-specific guidelines, including those for moderators, developers, or content creators.
• Enforcement and Compliance:
  • Nexly reserves the right to monitor, review, and moderate user activity and content to ensure compliance with Community Standards.
  • Enforcement actions may include content removal, restriction of features, temporary suspension, or permanent account termination, depending on severity and recurrence of violations.
  • Moderation decisions are at Nexly’s discretion and may consider context, risk, and community impact; enforcement does not require prior notice.
  • Users are encouraged to report violations through designated channels; reports will be investigated in accordance with Nexly’s procedures.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any consequences resulting from enforcement actions, including content removal, access restriction, or account suspension.
  • Users acknowledge that automated systems, AI moderation, or manual review processes may produce false positives or negatives, and consent to such monitoring.
  • Compliance with Community Standards does not guarantee uninterrupted use of the Services or protection against user disputes.
• User Responsibility and Accountability:
  • Users are responsible for understanding and following Community Standards and for monitoring their own behavior and content.
  • Repeated violations or failure to comply with policies may result in escalation of enforcement actions.
  • Users should remain aware that their activity may be subject to review for legal, regulatory, or safety purposes.

Maintaining a safe and productive community is a shared responsibility. Users are expected to participate constructively and report harmful activity, while Nexly reserves the right to take action to protect the integrity of the platform.

97. Archival and Historical Data

Nexly may retain historical data, system logs, or archived content to support operational needs, legal compliance, analytics, and service improvement. Such retention practices are designed to balance user needs, regulatory obligations, and platform integrity.

• Data Storage and Retention:
  • Nexly may store or archive user-generated content, system logs, or transactional data for operational continuity, auditing, compliance with legal or regulatory obligations, or research and analytical purposes.
  • Retention periods may vary depending on the type of data, legal requirements, or business needs. Some content may be maintained indefinitely in backup or archive systems.
  • Archived data may be stored in encrypted, redundant, or geographically distributed storage systems to enhance security and reliability.
• User Responsibilities:
  • Users are responsible for maintaining their own backups of critical or time-sensitive content, as archival storage may not be immediately accessible or retrievable.
  • Users should understand the limitations of archival data, including potential delays in retrieval, format incompatibilities, or partial availability.
  • Users remain accountable for compliance with internal recordkeeping policies, legal obligations, or third-party requirements regarding stored or archived content.
• Limitations and Disclaimers:
  • Nexly disclaims liability for any loss, corruption, incompleteness, or delayed access to archived or historical data.
  • Retention and archival processes do not constitute a guarantee of preservation or restoration of any user content.
  • Users acknowledge that archival data may be used internally for auditing, research, or operational purposes without further notice, subject to applicable privacy and legal standards.
• Access and Retrieval:
  • Access to archived data may be limited based on technical, operational, or legal constraints.
  • Requests for historical data may be processed according to Nexly’s procedures, but timeliness and completeness cannot be guaranteed.

Archival and historical data management is intended to support platform reliability, compliance, and analytical insights. Users are encouraged to proactively maintain their own records and understand the scope and limitations of Nexly’s archival services.

98. Interruption or Suspension for Maintenance

To maintain platform stability, security, and performance, Nexly may temporarily suspend, restrict, or limit access to the Services for scheduled maintenance, emergency repairs, upgrades, or other operational activities. These measures are intended to ensure the long-term reliability and functionality of the platform.

• Maintenance and Downtime:
  • Nexly may perform routine or emergency maintenance, infrastructure upgrades, security patches, or system testing that could result in temporary interruptions or limited functionality.
  • Maintenance may occur during off-peak hours where feasible, but Nexly reserves the right to schedule maintenance at any time to protect system integrity or address urgent issues.
  • Users acknowledge that service availability cannot be guaranteed during maintenance periods and that intermittent disruptions are a necessary part of platform operation.
• User Notification:
  • Where practicable, Nexly will provide advance notice of scheduled maintenance via email, in-app notifications, or other communication channels.
  • Emergency maintenance may occur without prior notice in order to address security threats, system failures, or critical vulnerabilities.
  • Notification timing and methods may vary depending on the nature, scope, and urgency of the maintenance event.
• Limitations and Disclaimers:
  • Nexly disclaims liability for any disruptions, degraded performance, data loss, or operational impacts resulting from maintenance or system interruptions.
  • Users are responsible for planning for potential downtime and for maintaining local copies of critical content where appropriate.
  • Maintenance-related interruptions do not constitute a breach of these Terms or create any obligation for service credits, compensation, or restitution, except where explicitly provided in a service-level agreement.
• Operational Considerations:
  • Nexly reserves the right to prioritize maintenance activities to mitigate security risks, regulatory requirements, or critical operational issues.
  • Maintenance may involve temporary restriction of specific features or the entire Service without affecting ongoing legal obligations or user responsibilities.

Users acknowledge that periodic service interruptions for maintenance are essential for secure, stable, and reliable operation of the Services. Nexly encourages proactive planning and backup of critical data to minimize the impact of any maintenance events.

99. Intellectual Property Infringement Claims

Nexly respects the intellectual property rights of third parties and provides mechanisms for reporting alleged infringement. Users are expected to use these procedures responsibly and in good faith.

• Reporting Procedures:
  • Users may submit claims of alleged copyright, trademark, or other intellectual property infringement through designated reporting channels, such as Nexly’s DMCA or IP complaint system.
  • Reports must include sufficient detail to allow Nexly to evaluate the claim, including identification of the allegedly infringing material, proof of ownership or rights, and contact information of the complainant.
  • Nexly may, at its discretion, remove, disable access to, or restrict content pending review of the claim to comply with legal obligations or protect third-party rights.
• User Representations and Obligations:
  • By submitting an infringement claim, users represent that they have a good-faith belief that the use of the content in question is unauthorized and that the information provided is accurate and complete.
  • Users must cooperate with Nexly during any investigation, providing additional documentation or clarification if requested.
  • Users acknowledge that submitting false, misleading, or frivolous claims may result in account suspension, legal liability, or other remedies.
• Counter-Notices and Dispute Resolution:
  • Users whose content is subject to an infringement claim may submit counter-notices in accordance with applicable law, including providing identification, consent to jurisdiction, and a statement of good-faith belief that the content was removed in error.
  • Nexly will review counter-notices and may restore content if the claim is found to be invalid or legally insufficient, while maintaining compliance with applicable intellectual property laws.
• Disclaimers and Limitation of Liability:
  • Nexly disclaims liability for false, inaccurate, or misrepresented claims of intellectual property infringement, as well as any consequences arising from such claims, including removal or restriction of content.
  • Users acknowledge that Nexly does not independently verify the accuracy of infringement claims and acts in accordance with legal requirements, platform policies, and good-faith evaluations.
• Legal Compliance:
  • Nexly may disclose user information or content to law enforcement, courts, or rights holders if required by law or as part of compliance with legal obligations.
  • Users agree to comply with applicable intellectual property laws and to resolve disputes through appropriate legal channels if necessary.

Users are encouraged to use intellectual property reporting mechanisms responsibly and to maintain documentation supporting any claims of infringement.

100. Special Legal or Regulatory Compliance

Nexly operates in multiple jurisdictions and may be subject to specific legal, regulatory, or industry requirements. Compliance with these obligations is critical to ensure lawful operation of the Services and protection of user and third-party rights.

• Regulatory Obligations:
  • The Services may be subject to applicable laws and regulations, including but not limited to data protection (e.g., GDPR, CCPA), financial regulations, export controls, trade sanctions, or industry-specific compliance requirements.
  • Nexly may implement procedures, restrictions, or controls to meet legal obligations, which could include data localization, content filtering, reporting, or account restrictions.
  • Failure to comply with applicable regulations may result in suspension or limitation of access to certain features or the Services as a whole.
• User Responsibilities:
  • Users must provide accurate and complete information, consents, or documentation required for regulatory compliance or lawful use of the Services.
  • Users are responsible for understanding and complying with local laws, export controls, sanctions, and other regulatory requirements when accessing or using the Services.
  • Non-compliance by users may result in restricted access, suspension, or termination of accounts, as well as potential legal consequences.
• Disclaimers and Limitation of Liability:
  • Nexly disclaims liability for any consequences, damages, or losses resulting from user failure to comply with regulatory obligations or from enforcement actions taken to meet legal requirements.
  • The Services may be limited, modified, or unavailable in certain jurisdictions to comply with applicable laws, and Nexly is not responsible for any user inconvenience or impact arising from such limitations.
  • Users acknowledge that regulatory compliance may require collection, processing, or disclosure of personal or business information in accordance with law, and consent to such processing where legally required.
• Law Enforcement and Official Requests:
  • Nexly may disclose information to regulatory authorities, courts, or law enforcement agencies as required by applicable law or official request.
  • Users agree to cooperate with legal or regulatory inquiries related to their account or use of the Services, including providing necessary documentation or access.

Users are encouraged to remain informed about applicable regulations in their jurisdiction and ensure their use of the Services aligns with legal and regulatory requirements.

101. End-User Device Requirements

To ensure reliable access and optimal functionality of Nexly Services, users must maintain compatible hardware, software, and network environments. Device performance, security, and compliance with technical standards are essential for safe and effective use.

• Hardware and Software Requirements:
  • Users must use devices, operating systems, browsers, and third-party applications that meet or exceed the minimum specifications published by Nexly.
  • Unsupported or outdated devices, operating systems, or software may result in limited functionality, degraded performance, or inability to access certain Services.
  • Nexly may provide guidance on recommended device configurations, supported platforms, and system settings for optimal performance.
• Updates and Compatibility:
  • Nexly may periodically update technical requirements to improve security, performance, or enable new features.
  • Users are responsible for installing updates, maintaining compatible software, and ensuring network connectivity that meets service specifications.
  • Failure to maintain updated and compatible devices may result in interruptions, reduced functionality, or inability to access the Services.
• Security and Best Practices:
  • Users are encouraged to implement device security measures, including strong passwords, encryption, firewall protection, and anti-malware software.
  • Devices should not be rooted, jailbroken, or modified in ways that compromise security or violate Nexly’s terms, as this may lead to service issues or exposure to risks.
• Disclaimers and Limitation of Liability:
  • Nexly disclaims liability for service disruptions, errors, performance degradation, or data loss arising from non-compliant, unsupported, or insecure devices.
  • Users assume full responsibility for ensuring their devices meet technical requirements and for mitigating risks associated with device performance or security.
  • Nothing in this section limits Nexly’s right to restrict or suspend access for devices that pose security risks or violate compatibility standards.

Users are encouraged to regularly review device compatibility guidelines and maintain secure, updated systems to ensure uninterrupted and safe use of Nexly Services.

102. Service Performance and Service-Level Expectations

Nexly strives to provide reliable, high-performance Services. While general guidance on availability, responsiveness, and uptime may be shared, formal Service-Level Agreements (SLAs) apply only if expressly documented in separate agreements. Performance can be affected by technical, operational, or environmental factors outside Nexly’s control.

• Performance Expectations:
  • Nexly may provide metrics, guidelines, or dashboards indicating historical uptime, response times, or system performance for informational purposes.
  • Unless explicitly set forth in a binding SLA, Nexly does not guarantee uninterrupted or error-free operation, continuous availability, or specific response times.
  • Service performance may vary based on factors including network conditions, user device capabilities, third-party dependencies, scheduled maintenance, or force majeure events.
• Limitations and Exclusions:
  • Nexly disclaims liability for any direct, indirect, incidental, or consequential damages arising from service delays, interruptions, degradation, or downtime.
  • This includes, without limitation, losses due to user reliance on expected performance, third-party integration failures, or temporary outages.
  • Performance guidance is provided for convenience and does not create contractual obligations or warranties.
• Remedies and Corrective Actions:
  • Where service-level commitments exist in separate agreements, remedies (if any) are strictly limited to those expressly described in such agreements, typically including service credits or adjustments.
  • Users acknowledge that Nexly retains full discretion regarding corrective actions and is not obligated to compensate for losses, missed opportunities, or operational impacts beyond stated remedies.
  • All remedies are subject to limitations of liability described in the Terms and applicable law.
• User Responsibility:
  • Users are responsible for implementing redundancy, backup, and mitigation measures to minimize impact of service interruptions or performance deviations.
  • End-users should monitor system performance and report issues through designated channels but acknowledge that resolution times may vary depending on severity and technical constraints.

Nexly aims to provide reliable and high-quality Services, but users must understand that external factors and operational realities can affect performance, and reliance on uptime or speed metrics without explicit SLA guarantees is at the user’s own risk.

103. Beta Program Feedback and Suggestions

Nexly welcomes feedback, suggestions, and ideas from users participating in beta, experimental, or pre-release programs. Such feedback helps improve the Services, inform product development, and guide feature enhancements. Users acknowledge that submission of feedback is voluntary and may be used by Nexly at its discretion.

• Feedback Ownership and Rights:
  • All feedback, suggestions, ideas, or contributions submitted through beta programs are considered non-confidential unless otherwise expressly agreed.
  • Users acknowledge that Nexly may freely use, adapt, reproduce, or incorporate submitted feedback into its Services, products, or other offerings without compensation, credit, or attribution.
  • Feedback does not create any obligation for Nexly to implement, adopt, or respond to the submitted suggestions.
• Licensing Grant:
  • By providing feedback, users grant Nexly a worldwide, royalty-free, sublicensable, and perpetual license to use, modify, distribute, and commercialize the feedback in connection with the Services or other products.
  • This license includes the right to integrate feedback into derivative works, algorithms, features, or business processes without any compensation or additional consent from the user.
• Limitations and Disclaimers:
  • Nexly is under no obligation to implement, evaluate, or act upon any feedback or suggestion, and feedback does not create any contractual or fiduciary relationship.
  • Users waive any claims against Nexly for alleged misappropriation of ideas or failure to use, implement, or recognize submitted feedback.
  • Feedback provided may be combined with information from other sources, and users acknowledge that their submissions may be adapted, edited, or modified at Nexly’s discretion.
• User Responsibility:
  • Users should not submit confidential, proprietary, or sensitive information unless explicitly authorized and aware of the licensing terms.
  • Users are responsible for ensuring that submissions do not violate third-party rights, applicable laws, or intellectual property regulations.

Participation in beta feedback programs is voluntary, and users acknowledge that Nexly retains full discretion over any use of feedback, ideas, or suggestions provided.

104. User-Generated Reviews and Ratings

Nexly allows users to submit reviews, ratings, testimonials, or other feedback regarding products, services, or experiences on the platform. Such user-generated content enables community engagement, transparency, and informed decision-making. Users acknowledge that they are solely responsible for any content they submit and that submissions may be displayed publicly or used internally for analytics and improvement purposes.

• Content Responsibility:
  • Users are solely responsible for ensuring that reviews, ratings, and testimonials are accurate, lawful, non-defamatory, and comply with Nexly’s community guidelines and applicable laws.
  • Content must not infringe on third-party intellectual property, privacy rights, or other legal protections.
  • Users agree not to submit fraudulent, misleading, or incentivized content unless explicitly authorized by Nexly.
• Moderation Rights:
  • Nexly may, at its sole discretion, remove, edit, restrict, or refuse publication of any user-generated content that violates policies, applicable law, or quality standards.
  • Moderation actions may be automated, manual, or a combination, and Nexly retains the right to take enforcement actions without prior notice.
  • Nexly does not guarantee that all inappropriate or inaccurate content will be removed or moderated immediately.
• Licensing and Use:
  • By submitting content, users grant Nexly a worldwide, non-exclusive, royalty-free, sublicensable license to use, display, reproduce, distribute, and adapt submissions in connection with the Services or marketing, without obligation of compensation or attribution.
  • Nexly may aggregate, anonymize, or modify content for analytical, research, or commercial purposes.
• Disclaimers:
  • Nexly disclaims liability for the accuracy, completeness, or legality of user-generated reviews, ratings, or testimonials.
  • Users assume all risk and liability for claims, damages, or disputes arising from their submissions.
  • Nexly is not responsible for third-party interactions, reliance, or disputes resulting from published content.
• User Reporting:
  • Users may report reviews or ratings that appear to violate policies or applicable law. Nexly may investigate and act on reports at its discretion, without guaranteeing specific outcomes.

By submitting reviews, ratings, or testimonials, users acknowledge and agree to the above responsibilities, licensing terms, and disclaimers.

105. Advertising Content and Sponsored Features

Nexly may provide advertising content, sponsored posts, affiliate promotions, or branded features within the Services. These may be integrated in feeds, search results, messaging, or other areas of the platform. Advertising content helps support the Services, and users may encounter both algorithmically targeted and contextual promotions.

• Display and Targeting:
  • Ads may be personalized based on user activity, demographic information, interests, or other data processed in accordance with Nexly’s privacy policies.
  • Nexly does not guarantee the accuracy, relevance, or appropriateness of advertisements, and ad placement may vary based on platform algorithms.
  • Third-party advertisers may deliver content directly and are responsible for compliance with their own legal obligations and representations.
• User Responsibility:
  • Users interacting with advertising content, sponsored features, or affiliate links must comply with applicable laws, regulations, and platform policies.
  • Users must not engage in fraudulent or manipulative interactions with advertisements, including click fraud, misrepresentation, or abuse of affiliate programs.
• Disclaimers and Liability:
  • Nexly disclaims all liability for the content, accuracy, or legality of advertising provided by third parties.
  • Nexly does not endorse, guarantee, or assume responsibility for any products, services, or offers promoted through advertising content.
  • Users assume all risks associated with interactions, purchases, or reliance on advertisements and sponsored features.
• Reporting and Feedback:
  • Users may report advertisements they believe violate laws, platform policies, or are misleading. Nexly may investigate and take action at its discretion, without guaranteeing outcomes.
• Changes and Removal:
  • Nexly reserves the right to modify, remove, or suspend advertising content or sponsored features at any time without prior notice.

By interacting with advertisements or sponsored features, users acknowledge these responsibilities, disclaimers, and the rights of Nexly to moderate or manage advertising content.

106. Data Portability

Nexly is committed to supporting user control over personal data by offering the ability to export or transfer certain account data and content in accordance with applicable laws and technical capabilities. Data portability facilitates user access, backup, and migration to other platforms, subject to operational and legal considerations.

• User Rights:
  • Users may request the export of their personal data, including account information, user-generated content, and settings, where technically feasible.
  • Export requests should be submitted through designated channels and may require verification of identity to protect account security and privacy.
  • Export formats and availability may vary depending on data type, service functionality, and applicable legal requirements.
• Technical and Legal Limitations:
  • Data exports may not include system-generated metadata, logs, or content created by other users or third-party services integrated with Nexly.
  • Certain data may be withheld or redacted to comply with legal obligations, intellectual property rights, or regulatory requirements.
  • Export processes may be subject to delays due to technical complexity, service load, or internal review procedures.
• User Responsibility:
  • Users are responsible for securing, storing, and managing exported data.
  • Users should ensure compatibility of exported data with external platforms or tools and maintain local backups to prevent loss.
• Disclaimers and Limitations of Liability:
  • Nexly disclaims any liability for incomplete, inaccurate, corrupted, delayed, or otherwise inaccessible data exports.
  • Users acknowledge that data portability may not fully replicate all aspects of the Services, and Nexly does not guarantee a perfect or complete transfer of all account-related content.
• Changes and Termination:
  • Nexly reserves the right to modify, suspend, or discontinue data portability features at any time, in accordance with legal obligations or operational requirements.

By requesting or using data portability features, users acknowledge the scope, limitations, and responsibilities outlined herein, and consent to the processing and transfer of their data as described.

107. Service Interruption Liability

Nexly strives to provide reliable and continuous access to its Services; however, users acknowledge that occasional service interruptions, delays, or technical issues may occur due to maintenance, upgrades, system failures, or external factors beyond Nexly’s control.

• Scope of Limitations:
  • Nexly is not liable for any direct, indirect, incidental, consequential, punitive, or special damages arising from service interruptions, errors, outages, or degraded performance.
  • This includes, without limitation, loss of data, revenue, profits, business opportunities, or use of the Services.
  • Service interruptions may result from technical failures, network issues, third-party provider disruptions, cyberattacks, or force majeure events.
• Exceptions:
  • Nothing in this Section limits liability to the extent prohibited by applicable law.
  • Where specific remedies, credits, or compensations are expressly described in the Terms, or in separate Service Level Agreements (SLAs), users’ remedies are limited to those provisions.
  • Users acknowledge that Nexly’s obligations do not extend to third-party services, integrations, or platforms over which Nexly has no control.
• User Responsibilities:
  • Users are responsible for maintaining local backups, implementing contingency measures, and managing business or operational risks associated with potential service interruptions.
  • Users should monitor system status and notifications provided by Nexly regarding maintenance or outages.
• Changes and Updates:
  • Nexly reserves the right to modify, update, or enhance its Services, which may result in temporary interruptions or changes to functionality, without incurring liability beyond the scope of these Terms.

By using the Services, users acknowledge and accept the inherent risks of service interruptions and agree to the limitations of liability outlined herein.

108. Marketing Communications by Users

Nexly provides tools and channels that may allow users to communicate with other users or third parties. Users agree to use such tools responsibly and in compliance with all applicable laws and platform policies.

• Prohibited Activity:
  • Users may not send unsolicited commercial messages, promotional content, spam, chain letters, or other forms of bulk messaging through the Services.
  • Automated or scripted messaging, scraping, or unsolicited contact intended to advertise, promote, or sell products or services is strictly prohibited.
  • Violation of these rules may result in content removal, account suspension, or termination at Nexly’s discretion.
• Compliance with Laws:
  • All user-generated communications must comply with applicable local, national, and international anti-spam, marketing, and privacy laws, including regulations such as CAN-SPAM, GDPR, or similar.
  • Users are responsible for obtaining consent, providing accurate sender information, and including necessary opt-out or unsubscribe mechanisms where required.
  • Users must also comply with Nexly’s internal policies, guidelines, and any restrictions related to messaging frequency, targeting, or content format.
• Disclaimers and Liability:
  • Nexly disclaims all liability for user-initiated marketing or promotional communications, including any claims, damages, or regulatory penalties arising from violations of this Section.
  • Users are solely responsible for compliance, and agree to indemnify and hold Nexly harmless from any losses, claims, or legal actions resulting from their marketing activity.
  • Nexly may, at its discretion, monitor communications for compliance and enforce rules without prior notice.
• Enforcement and Remedies:
  • Nexly reserves the right to suspend, restrict, or terminate accounts, block access to messaging features, or take legal action against users violating these provisions.
  • Corrective actions taken by Nexly do not create liability for Nexly, nor do they obligate Nexly to provide any compensation or remedial measures to affected users.

By using the Services, users acknowledge and accept responsibility for any marketing communications sent, and agree to comply fully with all rules, laws, and platform guidelines described herein.

109. Artificial Intelligence Usage Policies

Nexly provides AI features and tools that may assist with content creation, personalization, data analysis, automation, or other services. Users acknowledge that AI systems are probabilistic in nature and may produce imperfect, biased, or unexpected outputs.

• Authorized Use:
  • Users may only use AI tools provided by Nexly for lawful purposes and in accordance with platform policies, applicable laws, and intellectual property rights.
  • AI-generated content must not infringe third-party rights, violate anti-discrimination laws, or be used for illegal, harmful, or malicious purposes.
  • Users are responsible for any downstream use of AI outputs, including publication, sharing, or integration into other products or services.
• Limitations and Accuracy:
  • AI outputs may contain errors, inaccuracies, or biased content. Nexly does not guarantee factual correctness, completeness, or reliability of AI-generated outputs.
  • AI tools are provided “as is” and may be subject to changes, limitations, or discontinuation without notice.
  • Users should critically evaluate AI outputs before relying on them for business, legal, or operational decisions.
• Ethical and Responsible Use:
  • Users agree to use AI tools responsibly, avoiding generation of content that could cause harm, harassment, disinformation, or other ethical violations.
  • Users must ensure compliance with local regulations, including privacy, data protection, and AI-specific legislation (e.g., AI Act, GDPR considerations).
  • Nexly reserves the right to suspend or terminate access to AI features for misuse or violations of these policies.
• Disclaimers and Liability:
  • Nexly disclaims all liability for damages, losses, or claims arising from AI-generated outputs, including third-party claims, reputational harm, or operational impacts.
  • Users acknowledge that AI tools are supplemental and that Nexly assumes no responsibility for decisions or actions taken based on AI recommendations or content.

By using Nexly’s AI-powered features, users accept responsibility for compliance, ethical use, and risk management associated with AI outputs.

110. Emergency or Critical Updates

Nexly may issue urgent updates or patches to the Services, including security fixes, compliance adjustments, or critical functionality improvements. Such updates may be deployed immediately, without prior notice, to protect users, systems, and data integrity.

• Implementation:
  • Emergency updates may include software patches, configuration changes, feature modifications, or backend adjustments necessary to address security vulnerabilities, regulatory requirements, or operational risks.
  • Nexly may deploy updates automatically or require user acknowledgment to maintain uninterrupted access to the Services.
  • Updates may temporarily affect availability, compatibility, or performance of certain features or integrated services.
• User Responsibilities:
  • Users are responsible for promptly applying updates, installing patches, and ensuring their devices, browsers, and software meet updated requirements.
  • Users should maintain local backups and implement security measures to mitigate potential risks associated with emergency updates.
  • Failure to apply critical updates may result in degraded functionality, security vulnerabilities, or restricted access to the Services.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any service disruptions, data loss, software incompatibility, or operational impacts caused by emergency updates.
  • Users acknowledge that emergency updates are necessary for safety, compliance, and system integrity, and agree that Nexly is not responsible for direct, indirect, incidental, or consequential damages arising from such updates.
  • Nexly provides emergency updates in good faith to protect users and the Services but makes no guarantees regarding timing, impact, or outcomes of these updates.

By continuing to use the Services, users consent to the deployment of emergency or critical updates and accept the associated responsibilities and risks.

111. Cross-Border Data Transfers

Nexly may transfer, store, and process user data in jurisdictions outside the user’s country of residence, including regions with data protection laws that differ from those in the user’s home country. These transfers are necessary to provide, maintain, and improve the Services, including cloud hosting, analytics, support, and operational functions.

• International Processing:
  • User data may be processed by Nexly or its service providers located in foreign countries, which may have data protection regulations that are less restrictive or differ from the user’s local laws.
  • Such processing may include storage, backup, analytics, AI training, and operational tasks necessary for delivering the Services.
  • Nexly implements appropriate safeguards, such as standard contractual clauses, privacy frameworks, or other mechanisms where required by applicable law to protect data during cross-border transfers.
• User Consent and Responsibilities:
  • By using the Services, users consent to the collection, transfer, storage, and processing of their personal data across borders as described herein.
  • Users are responsible for understanding and complying with any local regulations regarding cross-border data transfer that may apply to their account, content, or activities.
  • Users acknowledge that international transfers may involve access to data by regulatory authorities or third parties in other jurisdictions in accordance with applicable law.
• Disclaimers and Limitations:
  • Nexly disclaims liability for compliance with foreign data protection laws beyond the measures described herein.
  • Users accept that international transfers may carry inherent risks, including differing privacy protections, legal access by governments, or other regulatory obligations, and agree that Nexly is not liable for indirect, incidental, or consequential impacts arising from such transfers.
  • While Nexly takes reasonable technical, contractual, and organizational measures to safeguard data, no guarantees are made regarding absolute privacy or legal enforcement in foreign jurisdictions.

By continuing to use the Services, users acknowledge and accept the potential risks associated with cross-border data transfers and consent to the processing practices outlined in this Section.

112. Affiliate and Partner Programs

Nexly may offer affiliate, referral, or partner programs (collectively, “Programs”) that enable users to promote services, products, or features and receive compensation or benefits in accordance with program-specific terms. Participation in these Programs is subject to the rules and obligations described herein and in the relevant program agreements.

• Program Rules and Eligibility:
  • Users must meet all eligibility criteria set forth by Nexly, including geographic, age, or account requirements, to participate in Programs.
  • Participation requires adherence to reporting obligations, tracking procedures, and any guidelines for promotion, marketing, or content presentation provided by Nexly.
  • Nexly reserves the right to modify, suspend, or terminate Programs or user participation at its discretion, with or without prior notice.
• Compliance and User Responsibilities:
  • Users must comply with all applicable laws, regulations, and industry standards when promoting Nexly Services through Programs, including advertising, anti-spam, and consumer protection laws.
  • Users are prohibited from engaging in fraudulent, deceptive, or misleading practices, including falsifying metrics, inflating referrals, or misrepresenting Nexly or its offerings.
  • Users are responsible for reporting earnings accurately and paying any taxes, fees, or obligations resulting from Program participation.
• Tracking, Payments, and Disclaimers:
  • Nexly provides tracking and reporting tools to monitor referrals, leads, or program-related activity; however, Nexly disclaims liability for tracking inaccuracies, system errors, or data discrepancies.
  • Payments, rewards, or benefits are subject to program thresholds, schedules, and adjustments at Nexly’s discretion.
  • Nexly disclaims liability for disputes between users or third parties, including disputes over tracking, compensation, or program eligibility.
  • Participation in Programs does not create any partnership, joint venture, or employment relationship with Nexly beyond the terms of the applicable Program.

By participating in any Program, users acknowledge and agree to comply with these rules, accept associated risks, and consent to Nexly’s tracking, auditing, and enforcement actions as described herein.

113. Multi-Factor Authentication

Nexly may provide or require multi-factor authentication (“MFA”) mechanisms to enhance account security and protect user data. MFA is a security process that requires users to provide two or more verification factors to access their accounts.

• Security Requirement:
  • Nexly may mandate MFA for certain account types, administrative access, or sensitive operations to mitigate the risk of unauthorized access.
  • MFA methods may include, but are not limited to, SMS or email codes, authenticator apps, hardware security keys, biometric verification, or other mechanisms supported by Nexly.
  • Nexly reserves the right to update or change MFA requirements at its discretion to respond to evolving security threats.
• User Responsibility:
  • Users are responsible for enrolling in MFA, maintaining the security of authentication devices, and updating contact information associated with MFA methods.
  • Users must promptly report lost, stolen, or compromised MFA devices or credentials and follow Nexly’s recovery procedures.
  • Users are responsible for ensuring that MFA mechanisms function properly and are compatible with their devices and systems.
• Disclaimers and Limitations:
  • Nexly disclaims liability for unauthorized account access resulting from user negligence, lost or stolen devices, or failures to maintain MFA security.
  • Nexly does not guarantee uninterrupted MFA functionality and disclaims responsibility for temporary outages, technical failures, or third-party authentication service disruptions.
  • Users acknowledge that MFA reduces, but does not eliminate, the risk of unauthorized access, and continued vigilance and secure practices are required.

By enabling or using MFA, users acknowledge their responsibilities and agree to comply with Nexly’s MFA policies and security recommendations.

114. Service Integrations with IoT Devices

Nexly may support integration with Internet of Things (“IoT”) devices to enhance functionality, automation, and user experience. Such integrations allow data exchange, control, and monitoring between the Services and compatible IoT devices.

• Device Connectivity:
  • Users may connect IoT devices to Nexly Services where supported, subject to device compatibility, technical requirements, and security standards.
  • IoT integrations may include, but are not limited to, smart home devices, wearable devices, sensors, or third-party hardware platforms.
  • Nexly may update or modify supported device lists and integration protocols without prior notice to maintain security or service quality.
• User Responsibility:
  • Users are responsible for configuring, maintaining, and securing connected IoT devices, including firmware updates, strong passwords, and network protections.
  • Users must ensure that IoT device interactions comply with applicable laws, regulations, and Nexly’s platform policies.
  • Users should regularly review and manage permissions granted to IoT devices to prevent unauthorized access or data sharing.
• Disclaimers and Limitations:
  • Nexly disclaims liability for device malfunctions, security breaches, data loss, or exposure resulting from IoT integrations.
  • Nexly is not responsible for interoperability issues, network failures, or compatibility conflicts between user devices and the Services.
  • Integration of IoT devices reduces certain risks but does not guarantee complete security, reliability, or uninterrupted service.

By connecting IoT devices to Nexly Services, users acknowledge their responsibilities, accept potential risks, and agree to comply with Nexly’s security and operational guidelines.

115. Accessibility Feedback and Remediation

Nexly is committed to fostering an inclusive experience and encourages users to provide feedback on accessibility issues or suggest enhancements. While Nexly strives to comply with applicable accessibility standards, certain technical or operational limitations may prevent full implementation of all suggestions.

• Reporting Process:
  • Users may submit accessibility feedback through designated channels such as in-app forms, support email, or accessibility portals.
  • Feedback should include sufficient detail to allow Nexly to understand, reproduce, and address the accessibility issue or suggestion.
  • Nexly may acknowledge receipt of feedback but is under no obligation to respond or implement changes.
• Remediation and Implementation:
  • Nexly may prioritize and implement accessibility updates based on feasibility, technical constraints, and strategic considerations.
  • Remediation may include software updates, interface improvements, documentation updates, or alternative accommodations.
  • Implementation timelines, scope, and effectiveness of updates are at Nexly’s discretion and may vary depending on the complexity of the feedback.
• Disclaimers and Limitations:
  • Nexly disclaims liability for partial accessibility, incomplete remediation, or ongoing technical limitations affecting accessibility.
  • Users remain responsible for ensuring accessibility compliance in their own use of the Services, including assistive technologies or third-party integrations.
  • This policy does not create any legal rights, guarantees, or enforceable obligations to implement feedback within a specific timeframe or to achieve full accessibility.

By submitting accessibility feedback, users acknowledge the discretionary nature of remediation, potential technical constraints, and accept that Nexly may not fully implement all suggested improvements.

116. Content Moderation Appeals

Nexly is committed to fair and transparent content moderation. Users who believe their content has been incorrectly flagged, restricted, or removed may submit an appeal through Nexly’s designated channels. While Nexly seeks to provide a balanced review process, all moderation and appeal outcomes remain at Nexly’s discretion.

• Appeal Submission Process:
  • Users may submit appeals via in-app forms, email, or other official Nexly support channels.
  • Appeals should provide sufficient context, evidence, or explanation to assist in the review of the moderation decision.
  • Users are encouraged to submit appeals within a reasonable timeframe after the moderation action, as delays may impact review opportunities.
• Review and Determination:
  • Nexly may review appeals using automated tools, manual evaluation, or a combination thereof.
  • The outcome of an appeal may result in the moderation action being upheld, modified, or reversed.
  • All determinations are final and binding, unless otherwise required by law or regulatory obligations.
• Limitations and Disclaimers:
  • Nexly disclaims liability for errors, perceived unfairness, delays, or consequences resulting from moderation decisions or appeal outcomes.
  • Users remain responsible for compliance with platform policies, regardless of appeal outcomes.
  • This appeal process does not create a guarantee of reinstatement or compensation for content removal or account actions.

By participating in the appeal process, users acknowledge the discretionary nature of moderation decisions and the limitations of Nexly’s review process.

117. Export Controls and Restricted Use

Nexly Services, including software, technical data, APIs, and related materials, may be subject to domestic and international export control laws, economic sanctions, trade restrictions, and other regulatory obligations. Users must ensure that their access, use, or distribution of Nexly Services complies with all applicable legal requirements.

• Export and Import Restrictions:
  • Users may not access, download, or distribute Nexly Services in jurisdictions where such activities are prohibited by applicable law or governmental regulations.
  • Users may not export, re-export, or transfer Nexly Services or technical data to countries, entities, or individuals restricted under U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), United Nations sanctions, or other relevant laws.
  • Users are responsible for obtaining any required licenses or authorizations prior to export, re-export, or transfer of Nexly Services.
• Restricted End Users and Uses:
  • Users must not use Nexly Services in violation of applicable export laws, sanctions, or regulations, including prohibited end-users, industries, or purposes (e.g., military, weapons development, or nuclear proliferation).
  • Users must not circumvent or attempt to bypass geographic, technical, or legal restrictions imposed by Nexly or governing authorities.
• User Compliance and Representations:
  • By using Nexly Services, users represent and warrant that they are not located in, or subject to the laws of, restricted countries or territories.
  • Users agree to comply with all applicable export controls, sanctions programs, and legal obligations relating to the use, transfer, or distribution of Nexly Services.
• Disclaimers and Limitations:
  • Nexly disclaims liability for violations of export controls, sanctions, or restricted-use requirements by users.
  • Users acknowledge that Nexly may suspend, restrict, or terminate access to the Services if it believes in good faith that the user has violated applicable export or use restrictions.
  • Nexly is not responsible for legal or regulatory consequences arising from user actions that contravene export or restricted-use obligations.

Users accept responsibility for understanding and adhering to all applicable legal requirements regarding export controls, restricted jurisdictions, and end-user compliance, and acknowledge that violations may result in civil or criminal penalties.

118. Network and Bandwidth Usage

Nexly provides access to network infrastructure, storage, and bandwidth resources to support the Services. Users are responsible for using these resources efficiently and in compliance with applicable laws, contractual obligations, and Nexly policies. Excessive, abusive, or disruptive use may adversely affect system performance or availability for other users.

• Fair Use and Resource Management:
  • Users must not consume network, storage, or bandwidth resources in a manner that impairs service performance or availability for others.
  • Prohibited behaviors include, but are not limited to, excessive automated requests, bulk downloads, denial-of-service attacks, spamming, or other high-volume operations inconsistent with ordinary usage.
  • Users are responsible for managing their applications, scripts, or integrations to ensure efficient use of Nexly infrastructure.
• Monitoring and Enforcement:
  • Nexly may monitor network and bandwidth usage to detect abnormal, excessive, or potentially harmful activity.
  • In cases of excessive consumption, Nexly reserves the right to throttle, limit, or suspend access temporarily or permanently, without prior notice, to protect system stability and fairness.
  • Thresholds for “excessive” usage may be defined in service agreements, documentation, or determined at Nexly’s reasonable discretion.
• User Responsibility:
  • Users are responsible for ensuring that their usage patterns, integrations, and automated processes comply with fair use expectations and do not compromise service performance or security.
  • Users should implement internal monitoring and controls to prevent unintended network congestion, excessive storage use, or bandwidth overconsumption.
• Disclaimers and Limitations:
  • Nexly disclaims liability for service interruptions, performance degradation, data loss, or other consequences resulting from high or improper usage by users.
  • Nexly is not responsible for the impact of network congestion or throttling on third-party integrations, applications, or downstream services.
  • Users acknowledge that Nexly may take corrective action to protect the integrity, availability, and reliability of its network and services without incurring liability.

By using Nexly Services, users agree to adhere to fair use principles, cooperate with any usage enforcement measures, and take responsibility for their network, storage, and bandwidth consumption.

119. Multi-Account Management

Nexly recognizes that some users may operate multiple accounts for legitimate purposes, such as separating personal, professional, or organizational activities. Users are responsible for managing multiple accounts in accordance with Nexly’s policies, terms, and applicable laws. Improper or abusive use of multiple accounts may result in enforcement actions, including suspension or termination.

• Account Operations:
  • Users may create and maintain multiple accounts only if each account complies with Nexly’s Terms of Service, Community Guidelines, and any applicable usage policies.
  • Duplicate, fraudulent, or unauthorized accounts intended to circumvent restrictions, exploit promotions, manipulate metrics, or violate rules are strictly prohibited.
  • Account ownership and activity must be transparent to Nexly upon request, including verification of identity or organizational affiliation.
• Responsibilities Across Accounts:
  • Users are solely responsible for all actions taken under their accounts, including any content posted, transactions, or interactions with other users.
  • Users must maintain proper security measures for each account, including unique credentials, multi-factor authentication, and monitoring for unauthorized access.
  • Users must ensure compliance with all applicable laws, intellectual property rights, export controls, and Nexly policies across all accounts.
• Monitoring and Enforcement:
  • Nexly may monitor accounts for suspicious activity, duplication, or policy violations. Violations may result in warnings, account suspension, limitation of features, or permanent termination.
  • Nexly reserves the right to merge, suspend, or delete accounts when misuse, fraud, or policy breaches are detected, without prior notice.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any data loss, service disruption, or financial impacts resulting from enforcement actions related to multiple accounts.
  • Users acknowledge that actions taken across one account may affect other accounts under their control if policy violations are identified.
  • Nexly is not responsible for any conflicts or losses arising from the operation of multiple accounts.

By operating multiple accounts on Nexly, users agree to adhere to these guidelines, accept responsibility for all associated activity, and cooperate with any investigative or enforcement measures Nexly deems necessary.

120. Emergency or Critical Communications

Nexly may issue urgent or critical communications to users in connection with service updates, security incidents, operational emergencies, legal obligations, or other time-sensitive matters. These communications may be delivered via email, in-app notifications, SMS, push notifications, or other channels deemed appropriate by Nexly.

• Urgent Notifications:
  • Critical communications may include, but are not limited to, security alerts, data breaches, service outages, compliance requirements, policy changes, or emergency operational updates.
  • Nexly may prioritize delivery methods to ensure rapid notification, including multiple channels simultaneously.
  • Communications may contain instructions, deadlines, or required actions to mitigate risks or comply with legal or regulatory requirements.
• User Obligations:
  • Users must ensure that contact information, notification preferences, and account settings are current and capable of receiving emergency communications.
  • Users are expected to promptly review, acknowledge, and act upon critical communications, including following security or operational instructions provided by Nexly.
  • Failure to act on communications may result in service limitations, account restrictions, or legal consequences, depending on the nature of the communication.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any damages, losses, or consequences resulting from delayed, missed, ignored, or undeliverable communications, including but not limited to service disruption, data loss, or legal exposure.
  • Nexly is not responsible for user device, network, or software limitations that prevent receipt or acknowledgement of critical communications.
  • Users acknowledge that emergency communications may require immediate action, and that Nexly’s timely delivery does not guarantee user compliance or outcome.

By using the Services, users agree to maintain accurate contact information, monitor communication channels, and cooperate with Nexly in responding to emergency or critical notifications as part of their continued use of the Services.

121. Data Retention and Deletion Policies

Nexly retains user data in accordance with operational needs, legal obligations, regulatory requirements, and internal policies designed to ensure service continuity, compliance, and analytics capabilities. Data retention practices are designed to balance user privacy with operational and legal requirements.

• Retention Periods:
  • User data may be retained for varying periods depending on the type of data, purpose of collection, applicable laws, and regulatory obligations.
  • Operational data necessary for service functionality, fraud prevention, or analytics may be retained for longer durations as permitted under applicable law.
  • Nexly periodically reviews retention periods and may modify them in response to regulatory updates, business needs, or security considerations.
• Deletion and Anonymization:
  • Users may request deletion of personal data or specific content via Nexly’s designated channels, subject to applicable legal, contractual, or technical limitations.
  • Complete deletion may not be immediately possible due to backups, logs, redundancy systems, or data preserved for legal compliance.
  • Data that persists after deletion requests may be anonymized or aggregated to prevent identification of individual users while retaining analytical value.
  • Users acknowledge that certain system-generated data or transactional records may remain for compliance, auditing, or operational purposes even after deletion requests.
• Disclaimers and Limitations:
  • Nexly disclaims liability for residual, anonymized, or backup data that remains after user-initiated deletion or deactivation requests.
  • Users are responsible for maintaining their own local copies of critical data, content, or records as needed.
  • Nexly is not liable for delays, limitations, or technical constraints affecting data removal, anonymization, or archival processes.

By using the Services, users consent to Nexly’s data retention practices and acknowledge the operational, legal, and technical factors that may affect deletion or anonymization of their data.

122. Content Licensing for Media

Users retain full ownership of any media, including images, video, audio, or other creative works, uploaded or submitted to Nexly Services. By using the Services, users grant Nexly certain rights to host, display, promote, and distribute this content in accordance with platform functionality and applicable law.

• User Media Rights and Licensing:
  • Users grant Nexly a worldwide, royalty-free, non-exclusive, sublicensable, and transferable license to use, reproduce, distribute, publicly display, adapt, and promote uploaded media solely for the purpose of operating, marketing, and improving the Services.
  • This license does not transfer ownership of media; users retain all intellectual property rights to their content.
  • The license extends to authorized partners, affiliates, and service providers involved in delivering, promoting, or supporting the Services.
  • Users represent and warrant that they have the necessary rights, permissions, or consents to grant this license for any content they upload.
• Third-Party Rights and Compliance:
  • Users are responsible for ensuring that their media does not infringe upon third-party copyrights, trademarks, privacy rights, or other intellectual property or legal rights.
  • Users must obtain all required permissions, licenses, or releases for any content featuring third parties or owned by others.
  • In the event of a third-party claim, users agree to indemnify and hold Nexly harmless from liability, costs, or damages arising from such claims.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any infringement, misrepresentation, or unauthorized use of third-party content included in user media.
  • Nexly is not responsible for any damages, losses, or legal consequences arising from content posted by users.
  • While Nexly may remove or restrict content in response to claims or policy violations, the company does not guarantee enforcement or resolution of third-party disputes.

By submitting media, users acknowledge and accept these licensing terms, affirming that they maintain ownership while granting Nexly the rights necessary to operate and promote the Services.

123. Automated Decision-Making

Nexly may employ automated systems, machine learning algorithms, or artificial intelligence (AI) to facilitate operational, content moderation, ranking, recommendation, or personalization functions within the Services. These systems are designed to enhance user experience, improve efficiency, and enforce platform policies.

• Scope of Automated Decisions:
  • Automated systems may evaluate user content, activity, or interactions to determine eligibility for features, highlight content, enforce policies, or deliver personalized recommendations.
  • Decisions may be made entirely algorithmically or with human oversight and may affect content visibility, access to features, or account status.
  • Algorithms may incorporate behavioral signals, demographic information, engagement patterns, and other relevant data to provide tailored experiences.
• User Rights and Transparency:
  • Where legally required, users may request meaningful information about the logic, significance, and consequences of automated decisions affecting them.
  • Users may appeal or request human review of automated decisions through Nexly’s designated procedures where applicable.
  • Users acknowledge that automated systems may produce results influenced by imperfect data, historical biases, or technical limitations.
• Disclaimers and Limitations:
  • Nexly disclaims liability for errors, inaccuracies, biases, or unintended outcomes resulting from automated decision-making processes.
  • Automated decisions may be modified, reversed, or supplemented at Nexly’s discretion, and users may not rely solely on algorithmic outputs for critical decisions.
  • Nexly does not guarantee the completeness, fairness, or accuracy of automated recommendations or content rankings and assumes no responsibility for reliance by users or third parties.

By using the Services, users consent to the application of automated decision-making systems and acknowledge that outcomes may vary based on algorithmic evaluation, data inputs, and platform policy considerations.

124. Security Incident Response

Nexly operates a comprehensive, risk-based, and continuously evolving Security Incident Response Program (SIRP) designed to proactively identify, assess, contain, mitigate, and remediate actual or suspected security incidents impacting the confidentiality, integrity, or availability of user data and the Services. Our program aligns with recognized industry frameworks (including NIST CSF, ISO/IEC 27001, and CIS Controls), applicable legal and regulatory obligations, contractual requirements, and Nexly’s internal governance policies.

• Incident Detection and Monitoring:
  • Nexly leverages a multi-layered detection architecture incorporating Security Information and Event Management (SIEM), Endpoint Detection and Response (EDR), intrusion detection and prevention systems (IDPS), behavioral analytics, and automated anomaly detection to identify threats in real time or near real time.
  • Continuous threat intelligence feeds and proactive vulnerability assessments inform our detection capabilities and enable timely identification of emerging risks, including zero-day exploits, insider threats, and sophisticated attack vectors.
  • All alerts and anomalous activities are triaged based on predefined risk scoring and business impact models to prioritize response efforts according to severity and potential impact on users, systems, or regulatory compliance obligations.
• Incident Response Procedures:
  • Upon confirmation or strong suspicion of a security incident, Nexly initiates a structured response workflow including containment, root cause analysis, forensic investigation, remediation, and post-incident recovery.
  • Response teams are composed of cross-functional experts including security engineers, threat analysts, application owners, legal and compliance representatives, and, where necessary, third-party specialists and forensic investigators.
  • All activities are documented and logged to ensure accountability, support regulatory reporting, enable lessons-learned reviews, and drive continuous program improvement.
  • High-severity incidents trigger escalation to Nexly’s executive leadership, dedicated incident response boards, and external stakeholders when mandated by contractual or legal obligations.
• User Responsibilities and Collaboration:
  • Users are expected to cooperate promptly and in good faith with Nexly during incident investigations, including providing relevant system or account information, updating credentials, implementing security patches, or taking other remedial actions.
  • Users must report suspected vulnerabilities, breaches, unauthorized access, or misuse of their accounts or data via designated security reporting channels. Timely reporting is critical to reducing potential impact and supporting coordinated mitigation efforts.
  • Failure to provide necessary cooperation may prolong incident resolution, exacerbate risk exposure, and leave users accountable for any resulting damages or regulatory consequences.
• Regulatory Notification and Communication:
  • In accordance with applicable laws and regulations (e.g., GDPR, CCPA, HIPAA, or other jurisdiction-specific requirements), Nexly will notify affected users, regulators, and contractual stakeholders of confirmed incidents within legally mandated timelines.
  • Notifications may include detailed information on the incident nature, types of affected data, mitigation measures implemented, and recommended actions for users. Communication channels may include email, in-app notifications, or other secure methods, and disclosure may be deferred to prevent interference with ongoing investigations or to comply with law enforcement requests.
  • Nexly may engage external advisory services to ensure notifications and remediation actions meet industry best practices and legal obligations across multiple jurisdictions.
• Limitations, Disclaimers, and Risk Acknowledgment:
  • Nexly implements technical, administrative, and physical safeguards aligned with industry standards; however, no system is entirely immune from compromise. Users acknowledge that residual risk remains inherent to all digital services.
  • Nexly disclaims liability for indirect, incidental, or consequential damages arising from security incidents, to the extent permitted by law. Obligations that cannot be excluded under applicable law will continue to apply.
  • Users retain responsibility for implementing and maintaining reasonable security measures on their devices, accounts, networks, and third-party integrations to minimize exposure to potential threats.

By accessing or using the Services, users acknowledge and consent to Nexly’s Security Incident Response Program, including the potential coordination with internal teams, third-party forensic experts, cloud service providers, and governmental authorities as necessary to effectively investigate and remediate security incidents.

125. Third-Party Content Aggregation

Nexly may aggregate, integrate, or display content, data, services, or other materials provided by third-party sources ("Third-Party Content") within or alongside the Services. Such integrations are intended to enhance user experience, provide additional functionality, or enable interoperability with external platforms. Third-Party Content is subject to its own terms, conditions, and privacy practices, which may differ from those of Nexly.

• Integration and Display of Third-Party Content:
  • Nexly may incorporate Third-Party Content through APIs, embedded widgets, data feeds, or other technical mechanisms that allow for real-time or scheduled updates.
  • All integration efforts are performed in accordance with applicable technical, contractual, and regulatory requirements, including intellectual property licensing agreements, data protection obligations, and security standards.
  • Nexly reserves the right to modify, suspend, or remove any Third-Party Content integration at its discretion, including in response to security concerns, copyright or licensing disputes, or changes in the availability of third-party services.
• User Responsibilities and Compliance:
  • Users engaging with Third-Party Content must comply with all applicable laws, regulations, intellectual property rights, privacy rules, and contractual obligations related to the content.
  • Users are responsible for evaluating the reliability, accuracy, and appropriateness of any Third-Party Content before acting on it, including decisions involving financial, health, or legal matters.
  • Users must not upload, share, or redistribute Third-Party Content in violation of third-party rights or Nexly’s Terms of Service. Any misuse may result in suspension, termination, or legal action.
• Disclaimers, Limitations, and Risk Acknowledgment:
  • Nexly does not control, endorse, or verify the accuracy, completeness, legality, or reliability of Third-Party Content. Users acknowledge that such content may be incomplete, outdated, or otherwise unreliable.
  • Nexly disclaims liability for any direct, indirect, incidental, or consequential damages arising from reliance on or interaction with Third-Party Content, except as may be required under non-excludable obligations imposed by applicable law.
  • Users acknowledge and accept that Third-Party Content may change, be removed, or become inaccessible without notice, and Nexly assumes no responsibility for continued availability.
• Security and Privacy Considerations:
  • Third-Party Content may transmit or collect data, including user interactions, cookies, or device identifiers. Nexly does not control third-party data collection practices and is not responsible for any privacy implications arising from such activities.
  • Nexly conducts risk assessments of integrated Third-Party Content to identify potential security or compliance concerns. Where feasible, mitigations such as sandboxing, content filtering, or monitoring are applied to minimize exposure.
  • Users are encouraged to review third-party privacy policies and terms of service to understand how their data may be used or shared when interacting with Third-Party Content.
• Governance and Legal Compliance:
  • Nexly maintains contractual agreements, licensing arrangements, and oversight processes to ensure that Third-Party Content providers meet applicable legal, regulatory, and operational standards.
  • Where mandated by law or regulation, Nexly may take remedial actions against third-party providers, including suspension of integrations or reporting non-compliance to regulatory authorities.
  • All internal policies governing Third-Party Content aggregation are subject to periodic review, audit, and updates to align with industry best practices, evolving legal requirements, and organizational risk management objectives.

By accessing or using Third-Party Content within the Services, users acknowledge and accept the inherent limitations, risks, and responsibilities associated with such content, and agree that Nexly’s role is strictly that of a platform intermediary rather than a guarantor of accuracy, completeness, or legality.

126. Geographic Restrictions

Nexly operates in accordance with applicable international, national, and local laws, and the availability of the Services may be subject to geographic limitations. Certain features, functionality, or content may be restricted, modified, or entirely unavailable in specific jurisdictions due to regulatory, legal, or operational constraints. These limitations are implemented to ensure compliance with local laws, trade controls, sanctions regimes, and licensing requirements.

• Access Limitations and Geofencing:
  • Nexly may employ technical measures, such as IP geolocation, account verification, or other geofencing mechanisms, to enforce jurisdiction-specific access restrictions.
  • Access to the Services, specific features, or Third-Party Content may be restricted in jurisdictions where legal or regulatory obligations cannot be met, including but not limited to embargoed or sanctioned countries, regions with export control restrictions, or areas subject to heightened compliance requirements.
  • Nexly reserves the right to suspend or terminate accounts, limit access, or modify service functionality in affected regions to ensure compliance with applicable laws and risk management policies.
• User Compliance and Responsibilities:
  • Users are responsible for understanding and complying with all applicable local laws, regulations, export controls, sanctions, and trade restrictions relevant to the use of the Services from their location.
  • Users must not attempt to bypass geographic restrictions through technical means, such as VPNs, proxies, or other tools, to gain access to restricted features or content. Such actions may result in account suspension, termination, or legal consequences.
  • Users remain accountable for any violations of local law arising from the use or attempted use of the Services in jurisdictions where access is restricted or prohibited.
• Disclaimers and Limitations of Liability:
  • Nexly disclaims any liability for service unavailability, access limitations, interruptions, or diminished functionality resulting from geographic restrictions, applicable laws, or regulatory actions.
  • While Nexly endeavors to provide accurate and up-to-date information regarding jurisdictional availability, users acknowledge that service access may be affected by rapidly changing legal or regulatory requirements.
  • Users acknowledge that compliance obligations, including export controls and sanctions, may impose additional responsibilities beyond Nexly’s control, and that Nexly’s measures to enforce geographic restrictions are intended solely to reduce legal and operational risk.
• Governance and Monitoring:
  • Nexly maintains internal compliance processes and oversight mechanisms to monitor changes in international trade regulations, sanctions lists, and jurisdiction-specific legal requirements that may affect Service availability.
  • Periodic audits, risk assessments, and automated monitoring systems are implemented to ensure adherence to applicable laws and to detect unauthorized access attempts from restricted regions.
  • Nexly may collaborate with legal, compliance, and risk management experts to update geographic restrictions as required by evolving regulatory or operational requirements.

By accessing or using the Services, users acknowledge and accept that availability may vary based on geographic location, that compliance with local laws is their responsibility, and that Nexly’s geographic access controls are implemented to ensure lawful, secure, and responsible delivery of Services worldwide.

127. Automated Notifications and Alerts

Nexly provides automated notifications and alerts ("Automated Alerts") to inform users of relevant account activity, system events, updates, security incidents, or other Service-related matters. These Automated Alerts are designed to enhance user awareness, support timely action, and promote secure and effective use of the Services. Automated Alerts may be delivered through multiple channels, including email, in-app notifications, SMS, push notifications, or other mechanisms as supported by the Services.

• Alert Systems and Delivery Mechanisms:
  • Nexly employs a combination of automated monitoring, event detection, and notification platforms to trigger alerts based on predefined rules, thresholds, or anomalies in user activity or system operations.
  • Alerts may include, but are not limited to, security notifications (e.g., suspicious login attempts), service updates, maintenance advisories, system outages, or account-related changes.
  • Nexly may implement prioritization, rate limiting, and escalation mechanisms to ensure that critical alerts are delivered promptly while minimizing notification fatigue for users.
  • Delivery reliability may vary depending on third-party service providers, device configurations, network availability, or user preferences, and Nexly continually monitors and evaluates notification delivery performance.
• User Responsibilities:
  • Users are responsible for providing and maintaining accurate, current, and functional contact information and notification preferences to ensure receipt of Automated Alerts.
  • Users must promptly review, act upon, or acknowledge critical notifications as appropriate to maintain account security and Service compliance.
  • Users must not attempt to circumvent, disable, or block automated notification mechanisms in ways that could compromise security, operational integrity, or legal compliance.
• Disclaimers and Limitations:
  • Nexly disclaims liability for missed, delayed, undeliverable, or ignored Automated Alerts, except as may be required under non-excludable obligations imposed by applicable law.
  • While Nexly employs industry-standard safeguards and monitoring to ensure timely delivery, no system can guarantee uninterrupted or error-free notification delivery, and users acknowledge the inherent limitations of automated communication systems.
  • Users remain responsible for maintaining alternative monitoring practices, such as reviewing account dashboards, logs, or system reports, to supplement Automated Alerts.
• Governance, Monitoring, and Continuous Improvement:
  • Nexly maintains internal monitoring, logging, and audit processes to assess the effectiveness, timeliness, and accuracy of Automated Alerts and to detect delivery failures or anomalies.
  • Periodic testing, review, and refinement of alert rules, thresholds, and delivery mechanisms are conducted to optimize relevance, accuracy, and user responsiveness.
  • Nexly may collaborate with legal, compliance, and security teams to ensure Automated Alerts meet regulatory obligations, contractual requirements, and industry best practices.

By accessing or using the Services, users acknowledge the purpose, limitations, and responsibilities associated with Automated Notifications and Alerts, and agree that Nexly’s role is limited to providing notification mechanisms without guarantee of continuous, error-free delivery.

128. User-Generated Data Analytics

Nexly may collect, process, and analyze user-generated data (“User Data”) in aggregated, anonymized, or pseudonymized forms for purposes including product development, service optimization, research, business intelligence, and targeted advertising or marketing insights. Such analytics are intended to improve Service functionality, enhance user experience, and inform strategic decision-making, while maintaining user privacy and compliance with applicable laws and regulations.

• Analysis Rights and Scope:
  • Nexly may use automated data processing, machine learning models, statistical analysis, and other analytical tools to derive insights from User Data, subject to privacy and security safeguards.
  • Aggregated and anonymized datasets may be used for benchmarking, trend analysis, research publications, or internal and external reporting, provided that individual users cannot be reasonably identified.
  • Analysis may also inform personalized content recommendations, feature prioritization, A/B testing, and other product innovation activities designed to enhance Service functionality and user satisfaction.
• User Privacy and Data Protection:
  • Nexly is committed to protecting user privacy and ensures that User Data is anonymized or pseudonymized prior to analytical processing unless explicit consent is obtained for personally identifiable information (PII) usage.
  • Where identification of individual users is required for legal, regulatory, or security purposes, Nexly will only process such data in accordance with applicable law and internal governance policies, and will implement access controls, auditing, and data minimization practices.
  • Nexly adheres to recognized data protection standards, including GDPR, CCPA, and ISO/IEC 27001, for all analytics activities involving User Data.
• Disclaimers and Limitations:
  • Nexly disclaims any liability arising from the interpretation, use, or accuracy of analytical results derived from User Data, except as may be required under non-excludable obligations imposed by applicable law.
  • While Nexly implements technical and organizational measures to anonymize or pseudonymize data, absolute anonymity cannot be guaranteed, and users acknowledge residual privacy risks inherent in data analytics activities.
  • Users remain responsible for understanding the implications of sharing User Data through the Services and for any consequences arising from public or semi-public submissions that may be included in aggregated analyses.
• Governance, Oversight, and Continuous Improvement:
  • Nexly maintains internal governance structures, including data ethics committees, privacy officers, and security teams, to oversee analytics activities and ensure compliance with legal, regulatory, and contractual obligations.
  • Periodic audits, risk assessments, and data quality reviews are conducted to ensure that analytical methods are reliable, privacy safeguards are enforced, and outputs are used responsibly for decision-making and service improvement.
  • Nexly continuously monitors emerging privacy regulations, industry best practices, and technological innovations to enhance the responsible use of User Data for analytics purposes.

By using the Services, users acknowledge and consent to the collection, aggregation, and analysis of User Data in accordance with this policy, and understand that Nexly’s analytics practices are designed to protect user privacy while enabling meaningful insights for Service improvement and business operations.

129. Service Customization and Personalization

Nexly offers a suite of customization and personalization features that allow users to tailor dashboards, feeds, content recommendations, interface layouts, notifications, and other aspects of the Services to their individual preferences. These features are designed to enhance user experience, improve accessibility, and optimize engagement with the Services.

• Personalization Features and Functionality:
  • Users may configure dashboards, select preferred content types, set notification preferences, and modify interface elements in accordance with available personalization options.
  • Nexly may leverage aggregated or anonymized user activity data to provide personalized recommendations, predictive insights, or adaptive interface adjustments designed to enhance usability and relevance.
  • Personalization may include algorithmic or AI-driven adjustments that dynamically modify content presentation based on user behavior, preferences, or usage patterns, subject to privacy safeguards and applicable consent requirements.
• User Responsibilities and Account Management:
  • Users are responsible for actively managing their personalization settings and preferences, including updating dashboards, feeds, or notification configurations as needed.
  • Users must exercise caution when sharing accounts or devices, as personalized settings and content may be visible to other users with access.
  • Users are responsible for safeguarding login credentials and ensuring that personalization features are used in accordance with applicable laws, policies, and terms of service.
• Disclaimers, Limitations, and Data Accuracy:
  • Nexly disclaims liability for errors, unintended exposure, loss, or misconfiguration of personalized content or settings, except as may be required by non-excludable legal obligations.
  • While Nexly employs industry-standard safeguards to protect personalized data and settings, users acknowledge that no system is immune to technical failures, bugs, or security incidents.
  • Users understand that algorithmic or AI-driven personalization may not always reflect individual intent and that outputs are provided for informational purposes only.
• Privacy, Security, and Governance:
  • Nexly maintains technical and administrative measures to protect user preferences, personalized content, and related data from unauthorized access, modification, or disclosure.
  • Personalization processes are subject to internal governance, privacy reviews, and compliance audits to ensure adherence to applicable data protection laws and industry best practices.
  • Users may opt out of certain personalization features or data collection activities where feasible, in accordance with Nexly’s privacy settings and applicable consent frameworks.

By using the Services, users acknowledge and consent to the collection and processing of data necessary for Service customization and personalization, understand the inherent limitations of such features, and accept responsibility for managing their preferences and settings to achieve the desired user experience.

130. Legal Hold and Compliance Requests

Nexly may be required to preserve, restrict access to, or otherwise maintain user data beyond standard retention periods to comply with legal obligations, governmental inquiries, subpoenas, court orders, regulatory investigations, or pending or anticipated litigation (“Legal Holds”). These measures are designed to ensure compliance with applicable laws, protect Nexly and its users from legal or regulatory risk, and facilitate lawful investigations or proceedings.

• Data Preservation and Legal Holds:
  • Upon receipt of valid legal or regulatory requests, Nexly may suspend deletion, modification, or processing of certain user data to ensure evidence integrity and compliance with obligations.
  • Preservation may apply to account records, communication logs, user-generated content, metadata, and system activity necessary to meet legal, regulatory, or contractual requirements.
  • Legal Holds are maintained according to internal policies, audit trails, and chain-of-custody practices to ensure accountability, traceability, and defensibility of preserved data.
  • Where feasible, Nexly may segregate preserved data to minimize impact on ongoing service operations while maintaining compliance with legal retention requirements.
• User Acknowledgment and Responsibilities:
  • Users acknowledge that data subject to a Legal Hold may not be immediately deleted or fully removed from Nexly systems, notwithstanding deletion requests submitted through standard workflows.
  • Users are responsible for understanding that Legal Holds may temporarily affect account management functions, data deletion processes, and the visibility of content or services impacted by preserved data.
  • Users agree to cooperate, as necessary, with lawful requests from Nexly or regulatory authorities in connection with preserved data, including providing clarifications or documentation when permitted by applicable law.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any disruption, limitation, or modification of Services, account functionality, or data access resulting from Legal Holds or compliance with governmental or judicial requests.
  • While Nexly implements measures to minimize operational impact, users acknowledge that preserved data may remain in Nexly systems for extended periods, and that data removal may be delayed due to legal or regulatory obligations.
  • Users further acknowledge that Nexly cannot guarantee deletion or anonymization of data subject to ongoing investigations, litigation, or regulatory retention mandates.
• Governance, Oversight, and Compliance Procedures:
  • Nexly maintains a formal legal compliance framework, including internal review processes, escalation protocols, and oversight by legal, compliance, and information security teams to manage Legal Holds and data preservation obligations.
  • Internal audits, documentation standards, and risk assessments are conducted to ensure that preserved data is handled securely, access is restricted to authorized personnel, and compliance obligations are met consistently with applicable laws and corporate policies.
  • Nexly periodically reviews and updates its Legal Hold and compliance procedures to align with changes in laws, regulations, and best practices, and to minimize unnecessary retention while maintaining legal defensibility.

By using the Services, users acknowledge and accept that certain data may be retained beyond standard retention periods in response to legal obligations or compliance requests, understand the potential impact on account management and data deletion processes, and agree that Nexly’s actions in connection with Legal Holds are undertaken to fulfill lawful and regulatory requirements.

131. Environmental and Sustainability Policies

Nexly is committed to integrating environmental sustainability and responsible resource management into its operations, technology infrastructure, and service delivery. Our Environmental and Sustainability Policies are designed to minimize ecological impact, promote energy efficiency, reduce carbon emissions, and support broader environmental stewardship, while balancing operational performance and compliance obligations.

• Operational Sustainability Practices:
  • Nexly implements energy-efficient infrastructure across data centers, offices, and cloud service operations, including optimized cooling systems, renewable energy sourcing, and resource-efficient hardware deployment.
  • Waste reduction, recycling, and responsible disposal protocols are applied to electronic equipment, office materials, and other operational resources to mitigate environmental impact.
  • Lifecycle assessments and procurement policies prioritize low-carbon, environmentally certified, and ethically sourced equipment, software, and services.
  • Environmental monitoring and reporting mechanisms track energy consumption, carbon emissions, water usage, and other ecological metrics to support sustainability goals and regulatory compliance.
• User Engagement and Encouragement:
  • Users are encouraged to adopt environmentally responsible practices while interacting with the Services, such as optimizing resource-intensive operations, enabling energy-saving settings, and reducing unnecessary computational or network loads.
  • Nexly may provide guidance, educational resources, or in-service recommendations to support sustainable behavior and environmentally conscious decision-making by users and enterprise clients.
  • Users acknowledge that collaborative efforts between service providers and end users contribute to broader sustainability outcomes, including carbon footprint reduction and efficient resource utilization.
• Disclaimers and Limitations:
  • Nexly disclaims liability for environmental consequences arising from the use of the Services, including resource consumption, emissions, or ecological impacts outside Nexly’s operational control.
  • While Nexly seeks to implement environmentally responsible practices, external factors such as electricity grids, third-party service providers, climate events, or user behavior may affect sustainability outcomes.
  • Users acknowledge that environmental metrics and efficiency improvements are subject to technological, geographic, and operational constraints and may vary over time.
• Governance, Reporting, and Continuous Improvement:
  • Nexly maintains internal governance structures, including sustainability officers, environmental compliance teams, and cross-functional oversight committees, to oversee implementation and continuous improvement of environmental initiatives.
  • Periodic audits, benchmarking against industry best practices, and sustainability reporting ensure accountability, transparency, and alignment with recognized standards such as ISO 14001, CDP, or the UN Sustainable Development Goals.
  • Environmental policies are regularly reviewed and updated in response to technological advancements, regulatory requirements, and emerging sustainability research to optimize operational practices and mitigate ecological impact.

By using the Services, users acknowledge Nexly’s commitment to environmentally sustainable practices, understand the limitations inherent to service operations and external factors, and agree to participate in efforts to minimize ecological impact where feasible.

132. Accessibility Compliance

Nexly is committed to making the Services accessible to all users, including individuals with disabilities, in alignment with applicable accessibility standards, regulations, and best practices. Where feasible, Nexly designs, develops, and maintains features in accordance with recognized frameworks such as the Web Content Accessibility Guidelines (WCAG), Section 508 of the Rehabilitation Act, and other jurisdiction-specific requirements.

• Accessibility Standards and Implementation:
  • Nexly incorporates accessibility considerations into the design, development, and testing of user interfaces, content, and workflows to promote equitable access across devices, platforms, and assistive technologies.
  • Regular accessibility audits, automated testing, and manual evaluations are conducted to identify potential barriers and ensure that key functionality meets recognized accessibility standards wherever technically feasible.
  • Accessibility updates and enhancements are prioritized based on impact, risk, and user needs, balancing technical feasibility, performance, and user experience considerations.
• Reporting, Feedback, and Continuous Improvement:
  • Users are encouraged to report accessibility issues, provide feedback, or suggest improvements via designated channels, including support portals, accessibility contact forms, or feedback mechanisms within the Services.
  • Nexly evaluates all reported accessibility concerns, prioritizes remediation based on severity and potential impact, and implements fixes or workarounds where feasible.
  • Feedback from users, advocacy groups, and accessibility experts informs continuous improvement initiatives, accessibility training programs for staff, and updates to design and development practices.
• Disclaimers and Limitations:
  • Nexly disclaims liability for partial compliance, temporary accessibility limitations, or technical constraints that may prevent full adherence to accessibility standards.
  • While Nexly strives to implement best practices and maintain accessibility, users acknowledge that residual barriers may exist due to device compatibility, assistive technology limitations, or other factors beyond Nexly’s control.
  • Users remain responsible for utilizing their own assistive technologies, accessibility settings, and personal accommodations in conjunction with the Services.
• Governance, Oversight, and Compliance:
  • Nexly maintains internal governance structures, including accessibility officers, compliance teams, and cross-functional review committees, to oversee accessibility initiatives and ensure alignment with legal and regulatory requirements.
  • Periodic audits, benchmarking against industry best practices, and documentation of accessibility testing are conducted to support continuous improvement and compliance reporting.
  • Nexly monitors emerging accessibility regulations, technological innovations, and user feedback to enhance accessibility features and ensure inclusive service delivery over time.

By using the Services, users acknowledge Nexly’s commitment to accessibility, understand the inherent technical and operational limitations, and agree to provide feedback to help improve accessibility features whenever feasible.

133. Disaster Recovery and Business Continuity

Nexly maintains a comprehensive Disaster Recovery (DR) and Business Continuity (BC) framework designed to protect user data, ensure operational resilience, and maintain the availability of critical services in the event of disruptions, system failures, or natural or man-made disasters. Our DR and BC practices are aligned with industry standards such as ISO 22301, NIST SP 800-34, and ITIL best practices for risk management, incident response, and service continuity.

• Disaster Recovery and Business Continuity Measures:
  • Nexly implements redundant infrastructure, geographically distributed data centers, and failover mechanisms to minimize service downtime and data loss in the event of localized or widespread disruptions.
  • Regular backup procedures, including incremental and full backups, encryption, and secure offsite storage, are maintained to ensure recoverability of user data within defined Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO).
  • Business Continuity Plans (BCPs) include detailed procedures for incident detection, escalation, communication, alternative work arrangements, and restoration of critical business processes, with contingencies for varying levels of service impact.
  • Disaster recovery exercises, tabletop simulations, and live failover tests are conducted periodically to validate the effectiveness of DR and BC plans, identify gaps, and implement corrective measures.
• User Responsibilities and Contingency Planning:
  • Users are responsible for maintaining personal backups, copies of critical data, and any contingency measures required to mitigate business impact in case of service interruptions.
  • Users should understand that certain operational disruptions may temporarily affect access to the Services, and that their own continuity planning complements Nexly’s DR and BC measures.
  • Users are encouraged to implement internal processes, redundancy systems, and alternative communication or collaboration channels to maintain operational continuity during service disruptions.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any loss, damage, or disruption arising from disasters, service interruptions, system failures, or delays in data recovery, except to the extent required by applicable law.
  • While Nexly implements industry-standard safeguards and maintains rigorous DR and BC programs, no system can guarantee uninterrupted service or absolute protection against all potential incidents.
  • Users acknowledge that the effectiveness of disaster recovery and business continuity measures may be influenced by factors outside Nexly’s control, including natural disasters, cyberattacks, network failures, or third-party service dependencies.
• Governance, Monitoring, and Continuous Improvement:
  • Nexly maintains internal governance structures, including business continuity officers, DR coordinators, and cross-functional oversight committees, to monitor, review, and update DR and BC plans.
  • Periodic risk assessments, compliance audits, and performance reviews are conducted to ensure alignment with regulatory obligations, contractual requirements, and industry best practices.
  • Lessons learned from incidents, drills, and user feedback are systematically incorporated into plan updates, infrastructure improvements, and process refinements to enhance resilience and recovery capabilities over time.

By using the Services, users acknowledge Nexly’s disaster recovery and business continuity practices, understand the inherent limitations of any operational system, and accept responsibility for maintaining personal backups and contingency measures to complement Nexly’s efforts in safeguarding data and service availability.

134. Advanced AI Governance

Nexly integrates advanced Artificial Intelligence (AI) and Machine Learning (ML) capabilities across its Services. These AI-driven features are governed by a comprehensive AI Governance Framework designed to ensure responsible development, deployment, monitoring, and use of AI technologies in accordance with principles of transparency, accountability, fairness, and ethical oversight.

• Responsible AI Development and Use:
  • Nexly implements internal policies, risk assessments, and review processes to evaluate AI models for bias, fairness, accuracy, and robustness prior to deployment.
  • AI-driven outputs, recommendations, and automated decisions are continuously monitored for performance, safety, and alignment with user expectations and regulatory obligations.
  • Where feasible, Nexly provides transparency mechanisms, such as explanations of AI decision-making processes, confidence levels, and limitations, to enable users to make informed judgments about AI-assisted outputs.
  • AI models and systems are subject to ethical oversight by cross-functional governance committees, including AI ethics officers, compliance teams, and security and privacy experts.
• User Responsibilities and Compliance:
  • Users are responsible for ensuring that content, decisions, or automated actions derived from AI features comply with applicable laws, intellectual property rights, contractual obligations, and Nexly platform policies.
  • Users must exercise critical judgment when relying on AI-assisted outputs and should verify results in contexts with legal, financial, safety, or reputational implications.
  • Users must not attempt to manipulate, circumvent, or misuse AI features in ways that could compromise system integrity, fairness, or reliability.
• Disclaimers and Limitations:
  • Nexly disclaims liability for inaccuracies, errors, biases, or unintended consequences arising from AI-generated content or automated outputs, including potential financial, legal, or reputational impacts.
  • While Nexly implements industry-standard safeguards and continuous monitoring, no AI system is infallible, and users acknowledge the inherent limitations and probabilistic nature of AI models.
  • Users acknowledge that AI outputs are provided as guidance or assistance and do not replace professional judgment, independent verification, or human decision-making where required by law or best practice.
• Governance, Oversight, and Continuous Improvement:
  • Nexly maintains an AI Governance Framework including risk management procedures, ethical review boards, model audit trails, and compliance monitoring to ensure responsible AI deployment.
  • Periodic model validation, bias testing, and performance reviews are conducted to identify risks, optimize outputs, and enhance reliability, fairness, and safety.
  • Nexly continuously monitors evolving AI regulations, standards, and industry best practices, and updates policies, controls, and user guidance to maintain alignment with legal and ethical requirements.

By using AI-driven features within the Services, users acknowledge and accept Nexly’s AI Governance Framework, understand the limitations and probabilistic nature of AI outputs, and agree to exercise responsible judgment while complying with all applicable laws, rights, and platform policies.

135. Blockchain and Decentralized Technology Use

Nexly may offer Services that leverage blockchain technology, decentralized networks, non-fungible tokens (NFTs), smart contracts, or other distributed ledger functionalities (“Decentralized Features”). These features are governed by platform policies, regulatory requirements, and operational risk management frameworks designed to support security, transparency, and responsible use while acknowledging the inherent characteristics and limitations of decentralized systems.

• Feature Terms and Operational Considerations:
  • Decentralized Features may involve immutable transactions, tokenized assets, smart contracts, or peer-to-peer protocols, which are subject to platform rules, applicable laws, and network-specific operational constraints.
  • Nexly may integrate with third-party blockchain networks, NFT marketplaces, or decentralized protocols; such integrations are subject to external network reliability, consensus mechanisms, and governance models beyond Nexly’s direct control.
  • Transaction finality and irreversibility are inherent characteristics of blockchain systems. Once confirmed on a decentralized ledger, operations may not be reversible or recoverable, even in the event of errors, disputes, or unauthorized activity.
• User Responsibilities and Security Measures:
  • Users are solely responsible for managing private keys, wallets, seed phrases, and other credentials necessary to access, transfer, or control blockchain-based assets or decentralized services.
  • Users must implement appropriate security measures, including hardware wallets, multi-factor authentication, secure storage, and careful transaction verification, to mitigate risks of unauthorized access, theft, or loss.
  • Users must comply with all applicable laws, regulations, taxation obligations, and platform policies when interacting with Decentralized Features.
• Disclaimers and Limitations of Liability:
  • Nexly disclaims liability for any loss, theft, unauthorized access, network failure, or irreversibility of transactions arising from the use of Decentralized Features, except as may be required under non-excludable legal obligations.
  • Users acknowledge that blockchain networks, NFT platforms, and decentralized protocols operate under independent consensus mechanisms and that Nexly cannot guarantee continuous availability, accuracy, or security of third-party networks.
  • Users understand that the value, utility, or legality of blockchain-based assets may fluctuate due to market forces, regulatory changes, or technical vulnerabilities, and Nexly is not responsible for economic, legal, or operational impacts arising therefrom.
• Governance, Risk Management, and Continuous Oversight:
  • Nexly maintains internal governance structures, including blockchain compliance officers, security teams, and risk management committees, to oversee the integration and operation of Decentralized Features.
  • Regular risk assessments, security audits, and monitoring are conducted to identify vulnerabilities, improve operational resilience, and ensure adherence to platform policies and applicable regulations.
  • Nexly continually evaluates emerging regulatory guidance, industry standards, and technological innovations in decentralized systems to update governance frameworks, security controls, and user guidance accordingly.

By using Decentralized Features within the Services, users acknowledge and accept the inherent risks, operational characteristics, and limitations of blockchain and decentralized technologies, and agree to assume responsibility for security, compliance, and proper management of their assets and credentials.

136. Cybersecurity and Threat Mitigation

Nexly is committed to maintaining the confidentiality, integrity, and availability of its Services, systems, and user data through a multi-layered cybersecurity and threat mitigation program. This program is designed to protect against unauthorized access, data breaches, malware, phishing, distributed denial-of-service (DDoS) attacks, and other evolving cyber threats, in alignment with industry standards such as ISO/IEC 27001, NIST Cybersecurity Framework, and CIS Controls.

• Security Measures and Operational Protections:
  • Nexly employs advanced technical controls including firewalls, intrusion detection and prevention systems (IDPS), encryption in transit and at rest, access controls, network segmentation, and endpoint protection to safeguard systems and data.
  • Continuous monitoring, threat intelligence integration, and security analytics are used to detect anomalies, suspicious activity, or emerging threats in real time or near real time.
  • Incident response protocols are established to contain, investigate, remediate, and report security incidents, with escalation procedures and cross-functional coordination among security, legal, compliance, and communications teams.
  • Periodic penetration testing, vulnerability assessments, and security audits are conducted to validate controls, identify weaknesses, and implement corrective measures.
• User Responsibilities and Best Practices:
  • Users are responsible for safeguarding their account credentials, enabling multi-factor authentication (MFA), and promptly updating passwords or recovery information in accordance with Nexly’s guidance.
  • Users must maintain secure devices, anti-malware protections, and up-to-date operating systems or applications to reduce exposure to cyber threats.
  • Users should exercise caution with phishing attempts, suspicious links, or unverified communications, and report potential security issues through Nexly’s designated channels.
  • Users acknowledge that their actions, security posture, and adherence to recommended practices significantly impact overall account and service security.
• Disclaimers and Limitations:
  • Nexly disclaims liability for damages, losses, or unauthorized access arising from cyberattacks, phishing, malware, credential compromise, or other threats beyond its reasonable control, except to the extent required by applicable law.
  • While Nexly implements robust safeguards and security best practices, no system can be entirely immune from cyber threats, and users acknowledge the inherent risks associated with digital services.
  • Users understand that timely reporting, adherence to security guidance, and proactive measures are essential to mitigating risk and minimizing potential impact from security incidents.
• Governance, Compliance, and Continuous Improvement:
  • Nexly maintains a formal cybersecurity governance program, including Chief Information Security Officer (CISO) oversight, security operations center (SOC) monitoring, and internal risk and compliance teams.
  • Continuous risk assessments, incident trend analysis, and alignment with regulatory requirements (e.g., GDPR, CCPA, or sector-specific cybersecurity standards) inform policy updates and security enhancements.
  • Lessons learned from security incidents, audit findings, and emerging threat intelligence are incorporated into proactive defense strategies, training programs, and technology upgrades to strengthen resilience over time.

By using the Services, users acknowledge Nexly’s cybersecurity measures, understand the inherent limitations of any digital system, and agree to adhere to recommended security practices to help protect their accounts, data, and the overall security of the platform.

137. User Behavioral Analytics and Insights

Nexly collects and analyzes user behavioral data to improve product functionality, optimize user experience, inform business decisions, and generate actionable analytics insights. Behavioral data may include interactions with the Services, feature usage patterns, navigation flows, device information, and engagement metrics. Such analytics are conducted with a focus on privacy, data security, and regulatory compliance.

• Data Collection, Aggregation, and Analysis:
  • Nexly collects anonymized or pseudonymized behavioral data through automated tracking, logging, and monitoring systems to derive aggregate insights without identifying individual users, except where explicit consent or legal obligation permits otherwise.
  • Analytical techniques may include statistical analysis, machine learning models, predictive analytics, and A/B testing to evaluate trends, optimize features, and enhance Service performance.
  • Behavioral data may be used for internal research, product development, personalization features, or to provide anonymized benchmarks and industry insights, while ensuring that individual privacy is maintained.
• User Privacy and Data Protection:
  • Nexly ensures that behavioral data is aggregated, anonymized, or pseudonymized in accordance with applicable data protection laws, including GDPR, CCPA, and other jurisdiction-specific requirements.
  • Where legally required or requested by regulators, Nexly may process or disclose user-level behavioral data under strict safeguards, internal governance controls, and documented legal justifications.
  • Users are encouraged to review privacy settings and controls to manage the collection of behavioral data in accordance with personal preferences.
• Disclaimers and Limitations:
  • Nexly disclaims liability for inaccuracies, misinterpretation, or incomplete insights derived from behavioral data analytics.
  • Users acknowledge that analytics outputs are probabilistic and may not reflect individual intent, and that decisions based on aggregated behavioral analysis may involve residual uncertainty.
  • Nexly is not responsible for consequences resulting from actions, decisions, or recommendations derived from behavioral analytics, except as required under non-excludable legal obligations.
• Governance, Oversight, and Continuous Improvement:
  • Nexly maintains internal governance structures, including data ethics committees, privacy officers, and cross-functional analytics review teams, to oversee behavioral analytics activities and ensure compliance with legal, ethical, and security requirements.
  • Periodic audits, model validation, and impact assessments are conducted to verify data integrity, analytical accuracy, and privacy safeguards.
  • Feedback from users, emerging regulatory guidance, and industry best practices are incorporated into continuous improvement processes to enhance the reliability, transparency, and ethical use of behavioral analytics.

By using the Services, users acknowledge and consent to the collection, aggregation, and analysis of behavioral data in accordance with this policy, understand the probabilistic nature of analytics outputs, and agree to exercise discretion when relying on insights derived from aggregated behavioral patterns.

138. Intellectual Property Enforcement

Nexly is committed to respecting intellectual property (IP) rights and maintaining a platform that protects the creations of individuals, businesses, and third parties. Our Intellectual Property Enforcement policies establish procedures for handling alleged infringement claims, mitigating unauthorized use of copyrighted or trademarked materials, and ensuring compliance with applicable IP laws and industry standards.

• Enforcement Procedures and Actions:
  • Nexly may investigate claims of intellectual property infringement submitted by rights holders, users, or regulatory authorities, in accordance with established internal protocols and applicable law.
  • Upon verification of a legitimate claim, Nexly may take actions including removing or disabling access to infringing content, restricting user accounts, issuing warnings, or suspending accounts involved in repeated violations.
  • Enforcement may involve collaboration with internal legal teams, external IP specialists, and, where appropriate, regulatory or judicial authorities to ensure actions are consistent with legal obligations and platform policies.
  • Nexly maintains a documented process for reviewing, escalating, and resolving IP claims, including timelines, evidence evaluation, and record retention for audit and compliance purposes.
• User Cooperation and Responsibilities:
  • Users are expected to provide accurate, complete, and timely information when responding to or assisting with intellectual property enforcement investigations.
  • Users must refrain from submitting false, misleading, or fraudulent claims and should comply with all platform procedures and legal requirements in good faith.
  • Users acknowledge that cooperation, including providing necessary documentation or clarifications, is essential for effective resolution of IP disputes and compliance with Nexly’s enforcement policies.
• Disclaimers and Limitations:
  • Nexly disclaims liability for false or inaccurate claims, unintended enforcement actions, or limitations in its ability to act due to jurisdictional, technological, or operational constraints.
  • While Nexly implements rigorous review and compliance procedures, users acknowledge that errors, delays, or incomplete resolution of IP claims may occur.
  • Nexly is not responsible for any indirect, incidental, or consequential damages arising from IP enforcement actions, except to the extent required by non-excludable law.
• Governance, Monitoring, and Continuous Improvement:
  • Nexly maintains internal governance structures including legal, compliance, and IP policy teams to oversee enforcement activities, monitor trends, and ensure alignment with regulatory and industry standards.
  • Periodic audits, case reviews, and policy updates are conducted to refine procedures, mitigate risk, and enhance fairness, transparency, and effectiveness of IP enforcement.
  • Nexly monitors evolving IP regulations, industry best practices, and emerging technologies to update enforcement protocols and provide guidance to users and rights holders.

By using the Services, users acknowledge and agree to comply with Nexly’s Intellectual Property Enforcement policies, understand the potential consequences of infringement or false claims, and consent to cooperation with lawful enforcement processes conducted by Nexly or authorized authorities.

139. Cloud Services and Dependencies

Nexly leverages cloud-based infrastructure, platform services, and third-party hosting providers to deliver functionality, storage, and scalability for its Services. The use of third-party cloud providers enables high availability, resilience, and performance optimization, while introducing dependencies on external systems and operational frameworks outside Nexly’s direct control.

• Third-Party Cloud Infrastructure:
  • Services may rely on multiple third-party cloud providers for compute resources, data storage, content delivery, networking, and ancillary platform services.
  • Nexly implements technical, contractual, and operational controls, including encryption, redundancy, failover strategies, and service-level monitoring, to ensure reliability and data protection within these third-party environments.
  • Integration with third-party infrastructure is governed by service agreements, compliance obligations, and internal risk management standards to align with Nexly’s security, privacy, and operational policies.
• Operational Limitations and Risk Acknowledgment:
  • Users acknowledge that service interruptions, latency, or outages may occur due to failures, maintenance, or operational constraints within third-party cloud environments.
  • Nexly cannot guarantee uninterrupted service or full control over third-party dependencies and disclaims liability for indirect, incidental, or consequential losses resulting from such dependencies, except as required by applicable law.
  • Users understand that third-party infrastructure may be subject to geographic, regulatory, or contractual limitations that could affect data storage, transmission, or service availability.
• User Responsibilities and Mitigation Measures:
  • Users are responsible for implementing appropriate redundancy, backup, and contingency strategies to protect critical data and maintain continuity of operations in the event of service disruptions.
  • Users should evaluate the operational limitations and risk profiles of cloud-dependent features and plan workflows, storage strategies, or critical business processes accordingly.
  • Users are encouraged to utilize available tools, monitoring capabilities, and best practices provided by Nexly to mitigate potential impacts of cloud service dependencies.
• Governance, Monitoring, and Continuous Oversight:
  • Nexly maintains internal governance structures, including cloud operations teams, security and compliance officers, and risk management committees, to oversee third-party service dependencies and operational resilience.
  • Periodic performance reviews, audits, vendor assessments, and risk evaluations are conducted to verify adherence to service-level agreements, data protection requirements, and operational standards.
  • Continuous monitoring of third-party service reliability, regulatory changes, and emerging risks informs updates to architecture, contingency plans, and user guidance to enhance system resilience.

By using the Services, users acknowledge the reliance on third-party cloud infrastructure, understand the associated operational limitations and risks, and agree to implement appropriate measures to safeguard data and maintain continuity in conjunction with Nexly’s operational safeguards.

140. End-of-Life Service Procedures

Nexly may, at its discretion, retire, discontinue, or deprecate Services, features, applications, or legacy platforms (“End-of-Life Services”) as part of its operational, strategic, or technological lifecycle management. End-of-Life procedures are designed to minimize disruption, provide continuity options for users, and ensure compliance with applicable data retention and legal obligations.

• Service Retirement and Deprecation:
  • Nexly evaluates Services based on usage metrics, technological relevance, security, regulatory requirements, and strategic alignment when determining End-of-Life actions.
  • Retirement may involve phased deprecation, suspension of new user access, or discontinuation of functionality while maintaining limited support or access for a defined transition period.
  • Nexly may remove associated infrastructure, integrations, or APIs in a controlled manner, ensuring that retirement activities align with internal governance and operational risk frameworks.
• User Notification, Data Access, and Migration:
  • Where feasible, Nexly will provide advance notice to affected users regarding End-of-Life Services, including timelines, retirement plans, and recommended actions.
  • Users may be provided with options to export, download, or migrate data to alternative Nexly Services or third-party platforms, subject to available tools, data formats, and technical limitations.
  • Notification channels may include email, in-app messaging, dashboards, or other reasonable communication methods. Nexly may adjust timing or methods of notice in response to operational, legal, or security considerations.
• Disclaimers and Limitations:
  • Nexly disclaims liability for any loss, corruption, incompatibility, or other consequences arising from the retirement, deprecation, or discontinuation of Services, except as required under non-excludable legal obligations.
  • Users acknowledge that timely data export or migration is their responsibility and that certain features, integrations, or legacy formats may no longer be supported after service discontinuation.
  • Nexly is not liable for downstream impacts on workflows, business operations, or third-party dependencies resulting from End-of-Life actions.
• Governance, Oversight, and Continuous Improvement:
  • Nexly maintains internal governance structures, including product lifecycle committees, legal and compliance review, and cross-functional risk assessments to oversee End-of-Life procedures.
  • Lessons learned from service retirements, user feedback, and operational audits are incorporated into ongoing lifecycle management policies to improve transition planning, notification practices, and data migration support.
  • Periodic review of End-of-Life procedures ensures alignment with industry best practices, legal obligations, and user experience standards, minimizing operational and reputational risk.

By using the Services, users acknowledge and accept Nexly’s End-of-Life Service Procedures, understand the potential operational and data-related implications of service discontinuation, and agree to take timely actions to manage their data and continuity requirements in conjunction with Nexly’s guidance.

141. Identity Verification and KYC

• Verification Requirement: Nexly may require users to complete identity verification or Know Your Customer (KYC) processes to access certain services, features, or transactions.
• User Responsibility: Users must provide accurate and complete documentation, and update information as required.
• Disclaimers: Nexly disclaims liability for service delays, denial of access, or other consequences resulting from incomplete or inaccurate identity verification.

142. API Usage and Developer Terms

• Access and Licensing: Users granted access to Nexly APIs are subject to licensing, rate limits, and conditions specified in the applicable developer agreements.
• Acceptable Use: Users may not exploit, reverse-engineer, or misuse APIs in violation of terms or applicable law.
• Disclaimers: Nexly disclaims liability for API outages, errors, or third-party integrations resulting from API usage.

143. Virtual Goods, Credits, and Digital Currency

• Ownership and Use: Virtual goods, credits, or digital currency acquired through the Services remain property of Nexly and are subject to non-transferability, expiration, or usage restrictions.
• User Responsibility: Users must comply with rules governing acquisition, usage, and storage of virtual assets.
• Disclaimers: Nexly disclaims liability for loss, theft, system errors, or other events affecting virtual goods or digital currency.

144. Logging and Monitoring

• Monitoring: Nexly may log and monitor user activity for security, performance, compliance, or operational purposes.
• User Acknowledgment: Users acknowledge that their interactions with the Services may be tracked, stored, and analyzed.
• Disclaimers: Nexly disclaims liability for privacy concerns or limitations in monitoring or data collection.

145. Community Standards and Code of Conduct

• Behavioral Rules: Users must comply with platform community guidelines, including rules regarding respectful interaction, prohibited behavior, and content submission.
• Enforcement: Nexly may investigate and enforce violations, including removal of content, suspension, or termination of accounts.
• Disclaimers: Nexly disclaims liability for moderation errors, enforcement decisions, or disputes arising from community rule enforcement.

146. Advanced Security Features

• Optional Features: Services may provide advanced security options, including hardware keys, biometric authentication, or encryption features.
• User Responsibility: Users are responsible for enabling and maintaining security features appropriately.
• Disclaimers: Nexly disclaims liability for malfunctions, failures, or user negligence affecting security features.

147. Government or Legal Requests for Data

• Legal Compliance: Nexly may respond to subpoenas, warrants, court orders, or government requests requiring disclosure of user data.
• User Acknowledgment: Users acknowledge that certain personal or account information may be disclosed as required by law.
• Disclaimers: Nexly disclaims liability for legal disclosures and limited control over government or regulatory actions.

148. Intellectual Property Contributions

• User Contributions: Users submitting enhancements, code, or design elements to Nexly Services grant a worldwide, royalty-free, non-exclusive license for incorporation into the Services.
• Discretion: Nexly may, in its discretion, implement, modify, or reject user contributions.
• Disclaimers: Nexly disclaims liability for non-acceptance or failure to implement contributions and provides no compensation unless otherwise agreed.

149. Service Performance Metrics

• Informational Metrics: Nexly may publish performance statistics, uptime, or operational metrics for informational purposes only.
• No Guarantees: Metrics do not constitute guarantees or contractual commitments regarding Service performance.
• Disclaimers: Nexly disclaims liability for inaccuracies, reliance, or decisions made based on published metrics.

150. Retention of Transactional and Billing Data

• Record Retention: Nexly may retain billing, transactional, and payment records for legal, regulatory, and operational purposes.
• User Responsibility: Users are responsible for reviewing statements and disputing inaccuracies promptly.
• Disclaimers: Nexly disclaims liability for incomplete, inaccurate, or lost transactional data, except as required by law.

151. Regulatory Audits and Compliance Reviews

• Audit Rights: Nexly may conduct audits or compliance reviews to verify adherence to applicable laws, regulations, and internal policies governing the Services.
• User Cooperation: Users and partners must provide requested documentation, access, and assistance during audits or compliance reviews.
• Disclaimers: Nexly disclaims liability for findings, limitations, or consequences arising from user non-compliance during audits.

152. Dispute Escalation Procedures

• Escalation Channels: Users may escalate disputes through formal escalation mechanisms provided by Nexly prior to or during arbitration or mediation.
• Procedures: Escalation requires adherence to timelines, documentation submission, and process rules specified by Nexly.
• Disclaimers: Nexly disclaims liability for outcomes, including the binding nature of decisions made during escalation.

153. Insurance and Risk Management

• Coverage Requirements: Nexly may require users, partners, or vendors to maintain insurance coverage for specific activities or services.
• User Responsibility: Users must obtain and maintain coverage, ensure adequacy, and comply with policy terms.
• Disclaimers: Nexly disclaims liability for uninsured risks, inadequacies in coverage, or losses arising from insufficient insurance.

154. Advanced AI Transparency

• Transparency Reports: Nexly may provide explanations regarding AI decision-making, training data, models, and outputs where feasible.
• User Acknowledgment: Users acknowledge that AI processes are complex, may remain partially opaque, and explanations may be limited.
• Disclaimers: Nexly disclaims liability for errors, incompleteness, or reliance on AI explanations or outputs.

155. User Consent Management

• Consent Controls: Users may manage consents for data processing, communications, or personalized content via available mechanisms.
• User Responsibility: Users must maintain accurate consent preferences; withdrawal of consent may affect Service functionality.
• Disclaimers: Nexly disclaims liability for technical limitations or partial processing following withdrawal of consent.

156. Service Interoperability

• Integration: Nexly may enable integration with third-party software, platforms, or services to enhance functionality.
• User Responsibility: Users must ensure compatibility, security, and lawful use of integrated services.
• Disclaimers: Nexly disclaims liability for errors, interruptions, or failures caused by third-party integrations.

157. Long-Term Archiving and Records Management

• Archiving: Nexly may archive data, logs, or user content for legal, historical, or operational purposes beyond normal retention periods.
• User Acknowledgment: Users acknowledge that archived data may persist and may be subject to limited access or usability.
• Disclaimers: Nexly disclaims liability for retrieval issues, accessibility, or integrity of archived data.

158. System Dependency Notifications

• Dependency Awareness: Users may receive notifications regarding dependencies affecting service performance, including third-party infrastructure.
• User Responsibility: Users must understand, monitor, and mitigate risks associated with dependencies.
• Disclaimers: Nexly disclaims liability for service interruptions, degradation, or failures due to dependency issues.

159. Accessibility Audits and Compliance Reporting

• Audit Process: Nexly may conduct internal or third-party accessibility audits to evaluate compliance with accessibility standards and regulations.
• User Participation: Users may provide feedback or participate in accessibility testing and reporting.
• Disclaimers: Nexly disclaims liability for partial compliance, technical limitations, or temporary accessibility issues identified in audits.

160. Automated Fraud Detection and Prevention

• Fraud Prevention: Nexly may deploy automated systems to detect, prevent, and respond to fraudulent activity affecting accounts, transactions, or content.
• User Responsibility: Users must comply with fraud prevention measures and report suspicious activity promptly.
• Disclaimers: Nexly disclaims liability for false positives, account restrictions, or errors resulting from automated fraud detection systems.

161. Cross-Platform Data Portability

• Data Export and Migration: Nexly may provide mechanisms for users to export, transfer, or migrate their data across Nexly services or compatible third-party platforms where technically feasible.
• User Responsibility: Users must follow prescribed formats, procedures, and timelines to ensure successful data portability.
• Disclaimers: Nexly disclaims liability for incomplete transfers, technical errors, or incompatibilities with third-party platforms.

162. Regulatory Reporting Obligations

• Compliance: Nexly may collect, store, and report user data as required to comply with applicable laws, regulations, or governmental requests.
• User Acknowledgment: Users acknowledge that certain personal or account information may be disclosed to authorities as mandated by law.
• Disclaimers: Nexly disclaims liability for completeness, accuracy, or timeliness of regulatory reports.

163. User-Generated AI Content

• User Responsibility: Users creating content via AI-assisted tools remain fully responsible for legality, intellectual property compliance, and adherence to Nexly policies.
• Monitoring and Enforcement: Nexly may monitor, flag, or remove AI-generated content that violates platform rules or legal obligations.
• Disclaimers: Nexly disclaims liability for AI output errors, unintended consequences, or user reliance on AI-generated content.

164. International Sanctions Compliance

• User Obligations: Users must not access or use the Services in violation of trade restrictions, embargoes, or sanctions applicable to their jurisdiction.
• Enforcement: Nexly may block, suspend, or terminate accounts to ensure compliance with applicable sanctions laws.
• Disclaimers: Nexly disclaims liability for consequences arising from enforcement actions or user violations of sanctions.

165. Advanced Cybersecurity Protocols

• Security Measures: Nexly may implement multi-layer security protocols, including encryption, intrusion detection, and anomaly monitoring.
• User Responsibility: Users must adhere to recommended security practices and promptly report vulnerabilities.
• Disclaimers: Nexly disclaims liability for breaches, zero-day exploits, or unforeseen cyber threats despite security protocols.

166. Service-Level Commitments

• Objectives: Nexly may provide service-level targets, uptime metrics, or operational performance statistics for informational purposes only.
• Non-Binding: Users acknowledge these metrics are not contractual guarantees unless explicitly stated in a separate agreement.
• Disclaimers: Nexly disclaims liability for failure to meet objectives or reliance on published metrics.

167. Retention for Analytics and Research

• Data Retention: Nexly may retain aggregated, anonymized, or pseudonymized user data for research, analytics, and product improvement purposes.
• User Acknowledgment: Users acknowledge that anonymized data may still be utilized for internal or external research.
• Disclaimers: Nexly disclaims liability for accuracy, interpretation, or outcomes derived from analytics data.

168. Accessibility Obligations for Third-Party Integrations

• User Responsibility: Users integrating third-party software or platforms must ensure accessibility compliance where legally required.
• Reporting: Users are encouraged to report accessibility issues arising from third-party integrations.
• Disclaimers: Nexly disclaims liability for accessibility issues caused by external integrations.

169. AI Content Moderation Transparency

• Transparency Reports: Nexly may provide transparency regarding AI moderation of user-generated content, including methods, frequency, and policy rationale.
• User Acknowledgment: Users acknowledge moderation systems are probabilistic and may produce false positives or errors.
• Disclaimers: Nexly disclaims liability for moderation decisions, content removal, or errors resulting from AI-based systems.

170. Legacy System Migration Procedures

• Migration: Nexly may migrate users, accounts, or content from legacy systems to updated platforms to ensure continuity and improved functionality.
• User Responsibility: Users must verify migrated content, report discrepancies, and ensure proper use of updated systems.
• Disclaimers: Nexly disclaims liability for data loss, formatting changes, or functional discrepancies arising during or after migration.

171. Regulatory Risk Assessments

• Assessment Authority: Nexly may conduct regulatory, operational, or compliance risk assessments to identify potential risks associated with user or partner interactions with the Services.
• User and Partner Cooperation: Users and partners must provide relevant documentation, access, and information as reasonably requested to facilitate assessments.
• Disclaimers: Nexly disclaims liability for the completeness, outcomes, or corrective measures resulting from risk assessments.

172. AI Bias Audits

• Audit Procedures: Nexly may periodically audit AI systems, algorithms, and automated processes to identify, mitigate, or report potential biases in decision-making.
• User Acknowledgment: Users acknowledge that despite mitigation, AI outputs may still reflect unintended biases.
• Disclaimers: Nexly disclaims liability for residual bias, discriminatory outcomes, or user reliance on AI-generated decisions.

173. Cross-Border Data Sharing

• Data Transfer: Data may be stored, processed, or transmitted across international jurisdictions for operational or legal purposes.
• User Consent: By using the Services, users consent to cross-border data transfers and acknowledge potential differences in privacy or security protections.
• Disclaimers: Nexly disclaims liability for differences in regulatory enforcement, jurisdictional risks, or outcomes arising from cross-border transfers.

174. Compliance with Privacy Frameworks

• Framework Alignment: Nexly may implement procedures to comply with GDPR, CCPA, and other applicable privacy laws or frameworks.
• User Responsibility: Users must comply with privacy obligations, including data access, deletion, or consent management as required.
• Disclaimers: Nexly disclaims liability for limits of compliance, technical constraints, or reliance on user interpretations of privacy frameworks.

175. Multi-Factor Authentication Policies

• MFA Implementation: Nexly may require or recommend multi-factor authentication for enhanced account security.
• User Responsibility: Users must maintain MFA credentials securely and report loss, theft, or compromise immediately.
• Disclaimers: Nexly disclaims liability for account breaches or unauthorized access resulting from MFA failure, misconfiguration, or user negligence.

176. Advanced SLA Enforcement

• Service-Level Objectives: Nexly may define SLAs including uptime guarantees, incident response times, or performance targets.
• Limitations: SLA enforcement is subject to force majeure, third-party dependencies, and other operational constraints.
• Disclaimers: Nexly disclaims liability for SLA breaches or related damages unless explicitly agreed in a contractual arrangement.

177. Emergency Communications

• Notification Authority: Nexly may issue urgent alerts for security incidents, service disruptions, or operational emergencies.
• User Responsibility: Users must maintain accurate contact information and monitor designated communication channels for such notifications.
• Disclaimers: Nexly disclaims liability for delayed, missed, or failed communications and for reliance on emergency notices.

178. User Notification Protocols

• Communication Scope: Nexly may provide notices regarding policy changes, feature updates, or material Service events through designated channels.
• User Acknowledgment: Receipt is deemed effective upon delivery to the specified user communication channel.
• Disclaimers: Nexly disclaims liability for technical failures, missed notifications, or reliance on any notices not successfully delivered.

179. Digital Content Licensing for Multimedia

• User Grant of License: Users submitting multimedia content grant Nexly worldwide, royalty-free, non-exclusive, sublicensable licenses to host, distribute, promote, or otherwise utilize such content.
• Scope of Use: Licensing rights are limited to purposes necessary to operate and improve the Services unless additional rights are explicitly granted.
• Disclaimers: Nexly disclaims liability for use beyond the scope of granted rights or unintended exploitation of submitted content.

180. Beta Testing Governance

• Experimental Features: Nexly may offer beta or experimental services for testing, development, or user feedback purposes.
• User Acknowledgment: Users acknowledge beta features are provided “as is” without warranties and may contain errors, instability, or incomplete functionality.
• Feedback and Incorporation: User feedback may be incorporated at Nexly’s discretion, and Nexly disclaims liability for outcomes arising from participation in beta programs.

181. Data Portability Audits

• Audit Authority: Nexly may audit user-initiated data exports, transfers, or migrations to verify accuracy, completeness, and adherence to data portability standards.
• User Cooperation: Users must provide requested access, documentation, and support to facilitate audits in a timely and accurate manner.
• Disclaimers: Nexly disclaims liability for incomplete transfers, technical errors, or limitations imposed by third-party platforms during audits.

182. AI Ethics Oversight

• Oversight Procedures: Nexly may conduct periodic reviews and implement governance processes to ensure AI systems are fair, transparent, and accountable.
• User Acknowledgment: Users acknowledge that AI outputs may still produce unintended or biased results despite ethical oversight measures.
• Disclaimers: Nexly disclaims liability for residual ethical risks, unintended outcomes, or reliance on AI-generated decisions.

183. Advanced Incident Response

• Response Protocols: Nexly maintains incident response procedures for security breaches, service outages, or operational failures.
• User Responsibility: Users must follow instructions during incidents, report suspected issues promptly, and cooperate with mitigation efforts.
• Disclaimers: Nexly disclaims liability for the speed, effectiveness, or outcomes of incident responses, including any resulting losses.

184. Regulatory Sandbox Participation

• Participation: Nexly may participate in regulatory sandbox programs to test new technologies or Services under controlled regulatory oversight.
• User Acknowledgment: Users involved in sandbox programs acknowledge the experimental nature of the Services, potential limitations, and regulatory supervision.
• Disclaimers: Nexly disclaims liability for risks, service deviations, or data handling outcomes associated with sandbox participation.

185. International Compliance Reporting

• Reporting Obligations: Nexly may prepare and submit reports or information to comply with international regulatory obligations, including taxation, anti-money laundering, or data protection requirements.
• User Acknowledgment: Users acknowledge that certain personal, account, or transactional information may be shared with authorities as required by law.
• Disclaimers: Nexly disclaims liability for the completeness, accuracy, or legal reliance on such compliance reports.

186. Accessibility Improvement Plans

• Continuous Enhancement: Nexly may implement ongoing accessibility improvement initiatives to enhance compliance with applicable standards and laws.
• User Feedback: Users may submit feedback to support accessibility improvements, which Nexly may consider at its discretion.
• Disclaimers: Nexly disclaims liability for partial compliance, technical limitations, or delays in implementing accessibility enhancements.

187. User Content Monetization

• Monetization Programs: Users may participate in monetization initiatives offered by Nexly, subject to licensing, revenue-sharing agreements, and compliance with program rules.
• Policy Compliance: Nexly may suspend or terminate monetization privileges for policy violations, legal restrictions, or misconduct.
• Disclaimers: Nexly disclaims liability for revenue delays, inaccuracies, or eligibility disputes related to user content monetization.

188. Cross-Service Feature Integration

• Integration Scope: Nexly may integrate features, functionalities, or data across multiple Services to enhance user experience or operational efficiency.
• User Responsibility: Users must ensure compatibility, data security, and lawful use when utilizing cross-service integrations.
• Disclaimers: Nexly disclaims liability for malfunctions, service interruptions, or errors arising from cross-service integrations.

189. Legacy Data Deprecation

• Deprecation Policy: Nexly may deprecate legacy data formats, services, or features, migrating, archiving, or deleting content in accordance with operational needs.
• User Responsibility: Users must review, migrate, or back up legacy data within specified timelines to prevent data loss.
• Disclaimers: Nexly disclaims liability for data loss, formatting changes, or accessibility issues associated with deprecated systems.

190. Service Continuity Planning

• Continuity Measures: Nexly maintains business continuity and disaster recovery plans, including infrastructure redundancy, failover protocols, and operational resilience procedures.
• User Acknowledgment: Users acknowledge that certain events, including force majeure or third-party failures, may temporarily impact service availability.
• Disclaimers: Nexly disclaims liability for downtime, delays, or data loss resulting from events beyond its reasonable control.

191. AI Explainability Requirements

• Explanation Mechanisms: Nexly may provide mechanisms, dashboards, or reports to explain automated AI decisions where technically feasible.
• User Acknowledgment: Users acknowledge that AI explainability is inherently probabilistic, may be incomplete, and cannot guarantee full transparency.
• Disclaimers: Nexly disclaims liability for reliance on AI explanations, completeness of information, or errors resulting from AI interpretation.

192. Cross-Border Regulatory Cooperation

• Data Sharing: Nexly may share information or collaborate with foreign regulators to ensure compliance with applicable laws and regulatory requirements.
• User Consent: By using the Services, users consent to lawful cross-border information exchange and acknowledge potential differences in legal frameworks.
• Disclaimers: Nexly disclaims liability for regulatory enforcement outcomes, jurisdictional variations, or user expectations regarding international compliance.

193. Automated Dispute Resolution

• System Scope: Nexly may implement automated systems to resolve minor disputes, account issues, or policy violations without human review.
• User Acknowledgment: Users agree that automated dispute resolution may be used and that outcomes may be binding and final as permitted by law.
• Disclaimers: Nexly disclaims liability for errors, fairness, or unintended consequences resulting from automated resolutions.

194. Advanced SLAs for High-Impact Services

• Service-Level Objectives: Nexly may offer SLAs for critical services, including uptime guarantees, priority support, and defined incident response times.
• Limitations: SLAs are subject to technical constraints, third-party dependencies, and regulatory or operational limitations.
• Disclaimers: Nexly disclaims liability for SLA breaches, indirect damages, or remedies beyond those expressly agreed in a contractual arrangement.

195. Emergency Data Access Protocols

• Access Authority: Nexly may access, retrieve, or utilize user data in emergencies related to security incidents, legal requirements, or operational continuity.
• User Acknowledgment: Users acknowledge that such access may occur without prior notice in urgent or time-sensitive circumstances.
• Disclaimers: Nexly disclaims liability for unintended disclosure, operational consequences, or misuse during emergency access events.

196. Third-Party Audit Oversight

• Audit Engagement: Nexly may engage independent auditors to assess security, privacy, operational, and compliance practices.
• User Cooperation: Users must provide access, documentation, or assistance necessary for audits impacting their accounts or data.
• Disclaimers: Nexly disclaims liability for audit findings, limitations, or reliance on results for decision-making or enforcement.

197. Data Lifecycle Management

• Retention Policies: Nexly may define schedules for data retention, archival, and deletion according to operational, legal, or regulatory requirements.
• User Responsibility: Users must understand and comply with applicable data lifecycle rules, including timely backup or export of critical data.
• Disclaimers: Nexly disclaims liability for inadvertent loss, inaccessibility, or regulatory interpretation of data lifecycle activities.

198. International Accessibility Compliance

• Compliance Standards: Nexly may implement accessibility measures aligned with international standards such as WCAG, ADA, or local legislation.
• User Reporting: Users may submit accessibility issues or feedback for review and potential remediation by Nexly.
• Disclaimers: Nexly disclaims liability for partial compliance, technical limitations, or delays in accessibility improvements.

199. Monetization Dispute Arbitration

• Binding Arbitration: Disputes arising from content monetization, revenue sharing, or related programs shall be resolved through binding arbitration in accordance with applicable law.
• User Acknowledgment: Users agree that class actions are waived and disputes will generally be resolved individually.
• Disclaimers: Nexly disclaims liability for awards, timelines, or enforcement challenges related to arbitration outcomes.

200. Experimental Service Sunset Procedures

• Sunset Protocols: Nexly may retire beta or experimental Services following defined sunset procedures, timelines, and notifications.
• User Responsibility: Users must transition, migrate, or export data prior to sunset deadlines to ensure continuity.
• Disclaimers: Nexly disclaims liability for data loss, service discontinuation, or missing features resulting from experimental Service sunset.

201. AI Governance Boards

• Board Establishment: Nexly may establish internal AI governance boards or committees to oversee ethical design, deployment, monitoring, and risk management of AI systems.
• User Acknowledgment: Users acknowledge that governance recommendations guide but do not guarantee operational outcomes, accuracy, or fairness of AI systems.
• Disclaimers: Nexly disclaims liability for residual AI risks, unintended outcomes, or decisions based on governance recommendations.

202. Cross-Platform API Policies

• Usage Compliance: Users accessing Nexly APIs must comply with all API usage limits, rate restrictions, authentication protocols, and applicable terms of service.
• Access Revocation: Nexly may suspend or revoke API access for misuse, abuse, or violations of the API terms.
• Disclaimers: Nexly disclaims liability for API downtime, data inaccuracies, or third-party dependencies affecting API functionality.

203. Advanced Data Breach Notifications

• Notification Procedures: Nexly will notify affected users of confirmed data breaches in accordance with applicable laws and regulations.
• User Responsibility: Users must maintain accurate contact information to receive timely breach notifications.
• Disclaimers: Nexly disclaims liability for notification timing, completeness, or delivery failures due to technical or user-related factors.

204. Adaptive AI Personalization

• Personalization Mechanisms: Nexly may employ AI-driven personalization for content, recommendations, and Service features based on user behavior, preferences, and engagement history.
• User Acknowledgment: Users acknowledge that personalization is probabilistic and may not always accurately reflect user intent or expectations.
• Disclaimers: Nexly disclaims liability for incorrect personalization, errors, unintended outcomes, or user reliance on AI-driven content.

205. Regulatory Sandbox Expansions

• Expanded Participation: Nexly may participate in multi-jurisdictional regulatory sandbox programs to test innovative Services or technologies under controlled regulatory oversight.
• User Acknowledgment: Users involved in sandbox programs acknowledge the experimental nature, potential limitations, and regulatory supervision of Services.
• Disclaimers: Nexly disclaims liability for risks, deviations, or operational outcomes associated with sandbox participation.

206. Blockchain-Based Content Verification

• Verification Mechanisms: Nexly may utilize blockchain or distributed ledger technologies to verify authenticity, provenance, or integrity of digital content.
• User Acknowledgment: Users acknowledge that blockchain verification does not guarantee absolute accuracy, ownership rights, or legal enforceability.
• Disclaimers: Nexly disclaims liability for technical limitations, verification errors, or disputes arising from blockchain-based systems.

207. High-Security User Accounts

• Enhanced Security Features: Nexly may offer accounts with advanced security mechanisms, including multi-factor authentication, hardware keys, and behavioral monitoring.
• User Responsibility: Users must comply with security protocols, maintain credentials securely, and report suspicious activity immediately.
• Disclaimers: Nexly disclaims liability for unauthorized access, account compromise, or operational limitations despite enhanced security measures.

208. Multi-Jurisdictional Licensing

• Licensing Compliance: Users must comply with all local, national, and international licensing requirements for content, software, or Services.
• User Acknowledgment: Users acknowledge potential conflicts between licenses across jurisdictions and agree to adhere to applicable regulations.
• Disclaimers: Nexly disclaims liability for enforcement challenges, conflicts, or validity issues arising from multi-jurisdictional licensing.

209. AI-Driven Analytics Disclaimers

• Analytical Scope: Nexly may generate insights, trends, or recommendations using AI-driven analytics for operational, strategic, or user-facing purposes.
• User Acknowledgment: Users acknowledge that analytics are probabilistic, may contain inaccuracies, and should not be relied upon as the sole basis for critical decisions.
• Disclaimers: Nexly disclaims liability for errors, misinterpretation, or business decisions based on AI-driven analytics.

210. Legacy System Decommissioning Protocols

• Decommissioning Procedures: Nexly may retire legacy systems following defined protocols, including notifications, data migration options, and archival procedures.
• User Responsibility: Users must review, export, or back up relevant data prior to system decommissioning to prevent loss.
• Disclaimers: Nexly disclaims liability for data loss, operational interruptions, or functionality changes resulting from legacy system decommissioning.

211. AI-Driven Content Moderation Oversight

• Moderation Authority: Nexly may deploy AI systems to monitor, filter, flag, or otherwise moderate user-generated content to enforce policies, community standards, or applicable laws.
• User Acknowledgment: Users acknowledge that AI moderation may produce false positives, false negatives, or inconsistent results.
• Disclaimers: Nexly disclaims liability for errors, unintended censorship, or reliance on AI moderation outcomes, including downstream effects on user accounts or content visibility.

212. Emergency Continuity Escalation

• Escalation Procedures: Nexly may implement emergency escalation procedures to maintain operational continuity during outages, incidents, or other critical events.
• User Responsibility: Users must follow official guidance and cooperate with instructions issued during emergency continuity events.
• Disclaimers: Nexly disclaims liability for delays, temporary unavailability, or operational impact resulting from emergency escalation actions.

213. Advanced Privacy Breach Protocols

• Detection and Investigation: Nexly may establish advanced protocols to detect, investigate, and remediate potential privacy breaches or unauthorized data access.
• User Responsibility: Users must promptly report suspected privacy incidents and maintain accurate contact information to facilitate response.
• Disclaimers: Nexly disclaims liability for timing, completeness, or residual effects of privacy breach remediation efforts.

214. International Tax Compliance

• Tax Reporting and Remittance: Nexly may collect, report, or remit taxes in accordance with local, national, and international tax obligations.
• User Acknowledgment: Users acknowledge their responsibility for understanding and complying with personal or corporate tax obligations.
• Disclaimers: Nexly disclaims liability for tax reporting accuracy, interpretation, or reliance on Nexly’s reporting for user tax obligations.

215. Automated Feedback Systems

• Collection and Analysis: Nexly may use automated systems to collect and analyze user feedback to improve Services, functionality, and user experience.
• User Consent: Users consent to the anonymized or aggregated use of feedback for analytics, development, and operational purposes.
• Disclaimers: Nexly disclaims liability for completeness, interpretation, or actionable outcomes derived from user feedback.

216. High-Risk Feature Flagging

• Feature Control: Nexly may implement feature flagging to restrict or selectively deploy high-risk or experimental features.
• User Acknowledgment: Users acknowledge that feature availability may change dynamically based on risk assessment, operational priorities, or technical considerations.
• Disclaimers: Nexly disclaims liability for errors, feature limitations, or unintended consequences resulting from feature flagging.

217. Multi-Tenant Data Isolation

• Data Segregation: Nexly may employ technical and administrative measures to isolate data among multiple users or organizations in shared environments.
• User Acknowledgment: Users acknowledge that absolute data segregation cannot be guaranteed.
• Disclaimers: Nexly disclaims liability for accidental data exposure, cross-tenant access, or operational limitations of shared environments.

218. Content Ownership Arbitration

• Dispute Resolution: Disputes regarding ownership, intellectual property, or user content may be subject to binding arbitration or formal resolution processes.
• User Acknowledgment: Users agree that class actions are waived and disputes are resolved individually in accordance with applicable law.
• Disclaimers: Nexly disclaims liability for outcomes, timelines, or enforceability related to content ownership arbitration.

219. Adaptive Security Monitoring

• Monitoring Mechanisms: Nexly may implement continuous, adaptive monitoring of user accounts, networks, and Services to detect threats, anomalies, or unauthorized activity.
• User Acknowledgment: Users acknowledge that monitoring cannot guarantee prevention of breaches, misuse, or malicious activity.
• Disclaimers: Nexly disclaims liability for false alerts, undetected threats, or reliance on monitoring as a sole security measure.

220. Beta Feature Retirement Governance

• Retirement Procedures: Nexly may retire beta or experimental features according to defined governance protocols, including advance notifications and guidance for data migration.
• User Responsibility: Users must transition, export, or adapt data prior to feature retirement to prevent data loss or service disruption.
• Disclaimers: Nexly disclaims liability for data loss, operational disruptions, or changes in functionality resulting from beta feature retirement.

221. AI Transparency Logs

• Log Maintenance: Nexly may maintain transparency logs capturing AI system decisions, processing steps, data usage, and automated outputs for internal auditing and monitoring purposes.
• User Acknowledgment: Users acknowledge that AI transparency logs are intended for internal review and are not a guarantee of accuracy, completeness, or legal validation.
• Disclaimers: Nexly disclaims liability for reliance on AI logs by users, third parties, or external entities, including for decision-making or legal claims.

222. Cross-Service Data Portability

• Data Transfer: Nexly may facilitate the transfer of user data between multiple Services, platforms, or accounts under Nexly’s control, subject to technical feasibility.
• User Responsibility: Users are responsible for verifying the accuracy, completeness, and compatibility of transferred data and for retaining backups as necessary.
• Disclaimers: Nexly disclaims liability for errors, data loss, or incomplete migrations arising from cross-Service transfers.

223. Emergency Regulatory Reporting

• Regulatory Compliance: Nexly may provide user data to regulatory authorities in emergency or legally mandated scenarios, including imminent public safety risks or legal investigations.
• User Acknowledgment: Users consent to lawful disclosure of data under these circumstances and acknowledge that Nexly may act without prior notice.
• Disclaimers: Nexly disclaims liability for timing, completeness, or outcomes of regulatory reporting, including any third-party reliance on disclosed information.

224. User-Controlled Feature Toggles

• Feature Management: Nexly may provide users with the ability to enable or disable specific features through configurable toggles within the Services.
• User Responsibility: Users must understand the functional, security, and operational implications of toggling features and ensure proper configuration.
• Disclaimers: Nexly disclaims liability for errors, incompatibilities, or unintended consequences resulting from user-controlled feature toggles.

225. AI-Generated Content Liability

• AI Outputs: Nexly may employ AI systems to generate content, recommendations, or other outputs within the Services.
• User Acknowledgment: Users acknowledge that AI-generated content may be inaccurate, incomplete, or unsuitable for particular purposes and should not be relied upon as authoritative.
• Disclaimers: Nexly disclaims liability for reliance, misuse, or third-party use of AI-generated content, including any claims arising from errors or omissions.

226. International Data Residency Compliance

• Data Storage: Nexly may store and process user data in multiple jurisdictions to comply with local data residency, legal, or regulatory requirements.
• User Consent: Users acknowledge and consent to cross-border data transfers as necessary for compliance and operational purposes.
• Disclaimers: Nexly disclaims liability for jurisdictional conflicts, limitations in data protection, or interpretations by foreign regulators.

227. Experimental Monetization Governance

• Program Participation: Nexly may provide experimental monetization programs for user content or Services under pilot conditions subject to eligibility, rules, and operational discretion.
• User Responsibility: Users must comply with program terms, revenue-sharing agreements, and reporting obligations as applicable.
• Disclaimers: Nexly disclaims liability for payout accuracy, eligibility disputes, operational changes, or program discontinuation.

228. Enhanced Audit Trails

• Audit Logging: Nexly may maintain detailed audit trails capturing account activity, system changes, and data access events to support compliance, dispute resolution, and operational review.
• User Acknowledgment: Users acknowledge audit trails are primarily for internal or regulatory use and do not guarantee protection against errors or disputes.
• Disclaimers: Nexly disclaims liability for completeness, accuracy, or user reliance on audit trail information for external claims.

229. Multi-Layered Access Controls

• Access Management: Nexly may implement multi-layered access control mechanisms, including role-based access, least-privilege enforcement, and activity monitoring.
• User Responsibility: Users are responsible for managing credentials, permissions, and reporting unauthorized access attempts promptly.
• Disclaimers: Nexly disclaims liability for breaches, unauthorized access, or limitations inherent to access control systems.

230. Decommissioning Legacy Features

• Retirement Procedures: Nexly may retire legacy features, software, or Service components according to defined decommissioning protocols including notifications, migration guidance, and archival procedures.
• User Responsibility: Users are responsible for exporting, migrating, or backing up relevant data prior to feature decommissioning.
• Disclaimers: Nexly disclaims liability for data loss, operational disruption, or feature replacement limitations resulting from legacy feature decommissioning.

231. AI Ethics Boards

• Board Establishment: Nexly may establish AI ethics boards or committees to evaluate, guide, and oversee ethical, social, and legal implications arising from AI system deployment and use.
• User Acknowledgment: Users acknowledge that AI ethics board recommendations are advisory and do not guarantee operational, ethical, or legal outcomes.
• Disclaimers: Nexly disclaims liability for residual risks, unintended consequences, or outcomes related to AI system use despite ethics board guidance.

232. Predictive Service Analytics

• Analytics Scope: Nexly may employ predictive analytics to forecast Service demand, usage patterns, or user behavior to optimize performance, allocation, and user experience.
• User Acknowledgment: Users acknowledge that predictive models are probabilistic and may not accurately reflect actual outcomes or behaviors.
• Disclaimers: Nexly disclaims liability for reliance on predictive analytics, errors in forecasts, or operational decisions made based on predictive outputs.

233. Automated Compliance Monitoring

• Monitoring Systems: Nexly may deploy automated systems to monitor compliance with Terms, policies, and regulatory obligations.
• User Acknowledgment: Users acknowledge that monitoring is subject to technical limitations, including errors, delays, or false positives/negatives.
• Disclaimers: Nexly disclaims liability for enforcement outcomes, operational effects, or penalties arising from automated compliance monitoring.

234. Critical Incident Postmortems

• Postmortem Procedures: Nexly may conduct postmortem analyses of critical incidents, outages, or service disruptions to identify root causes, implement mitigations, and develop preventive measures.
• User Acknowledgment: Users acknowledge that postmortem reports may be confidential and not fully disclosed externally.
• Disclaimers: Nexly disclaims liability for completeness, accuracy, or operational reliance on findings from postmortem analyses.

235. High-Risk Data Retention Policies

• Retention Scope: Nexly may implement retention policies for high-risk or sensitive data, including extended safeguards, limited access, and controlled deletion protocols.
• User Responsibility: Users are responsible for understanding and complying with applicable retention requirements for data they submit or manage.
• Disclaimers: Nexly disclaims liability for inadvertent retention, deletion, or access limitations associated with high-risk data policies.

236. Cross-Platform Interoperability

• Interoperability Measures: Nexly may provide interoperability between different Services, platforms, or external systems to enhance user experience or operational efficiency.
• User Responsibility: Users must verify compatibility, data integrity, and security when utilizing cross-platform functionality.
• Disclaimers: Nexly disclaims liability for technical errors, data loss, or operational limitations resulting from cross-platform interactions.

237. Adaptive Fraud Detection

• Detection Mechanisms: Nexly may employ adaptive systems to detect, prevent, or respond to fraudulent activity, anomalous behavior, or unauthorized transactions.
• User Acknowledgment: Users acknowledge that fraud detection is probabilistic and may result in false positives, negatives, or temporary restrictions.
• Disclaimers: Nexly disclaims liability for reliance, operational impact, or errors in fraud detection outcomes.

238. Third-Party Service Integration Governance

• Integration Policies: Nexly may integrate third-party services, applications, or plugins into the Services for added functionality.
• User Responsibility: Users must comply with applicable third-party terms and acknowledge potential security, operational, or legal risks arising from integrated services.
• Disclaimers: Nexly disclaims liability for third-party performance, reliability, or third-party claims resulting from integrated services.

239. Advanced User Consent Protocols

• Consent Mechanisms: Nexly may implement context-sensitive, dynamic systems to obtain, record, and manage user consent for data processing, feature usage, and Service participation.
• User Responsibility: Users must provide accurate, timely, and lawful consent in accordance with applicable rules and policies.
• Disclaimers: Nexly disclaims liability for technical failures, enforcement limitations, or reliance on user consent records for external validation.

240. AI Training Data Transparency

• Training Data Disclosure: Nexly may provide summaries, policies, or information regarding datasets used to train AI systems, including anonymization practices and sourcing.
• User Acknowledgment: Users acknowledge that disclosures do not guarantee complete understanding, legal sufficiency, or error-free AI performance.
• Disclaimers: Nexly disclaims liability for errors, reliance, or third-party interpretation of AI training data information.

241. AI Explainability Reports

• Report Generation: Nexly may generate AI explainability reports to provide insights into automated decisions, model reasoning, input datasets, and processing logic used within Services.
• User Acknowledgment: Users acknowledge that such reports are informational only and do not guarantee accuracy, completeness, or compliance with applicable law.
• Disclaimers: Nexly disclaims liability for reliance on AI explainability reports in operational, legal, or business decision-making contexts.

242. Multi-Service Backup Governance

• Backup Protocols: Nexly may maintain multi-layered backup and redundancy protocols across Services to ensure data continuity, recoverability, and disaster mitigation.
• User Responsibility: Users are responsible for reviewing backup policies and retaining local copies of critical data as appropriate.
• Disclaimers: Nexly disclaims liability for data loss, incomplete backups, or delays in recovery operations.

243. Emergency Legal Disclosure Escalation

• Disclosure Authority: Nexly may disclose user data to legal or regulatory authorities during emergencies, litigation, or mandatory compliance scenarios.
• User Consent: Users acknowledge and consent to lawful disclosure of data in such circumstances.
• Disclaimers: Nexly disclaims liability for timing, completeness, or outcomes of emergency disclosures, including third-party reliance.

244. Enhanced User Notification Protocols

• Communication Channels: Nexly may deliver critical updates, security alerts, and policy changes using multiple communication channels, including email, in-app notifications, or messaging platforms.
• User Responsibility: Users must maintain accurate and current contact information to receive timely notifications.
• Disclaimers: Nexly disclaims liability for missed, delayed, or misrouted notifications.

245. Cross-Border Liability Management

• International Compliance: Nexly may implement measures to manage potential cross-border legal, regulatory, and operational liabilities.
• User Acknowledgment: Users acknowledge that cross-border laws may create obligations outside Nexly’s control and may affect Service usage.
• Disclaimers: Nexly disclaims liability for conflicts of law, enforcement issues, or operational limitations arising from international legal frameworks.

246. High-Risk User Behavior Alerts

• Monitoring and Alerts: Nexly may monitor patterns of high-risk or potentially harmful behavior and issue alerts or restrictions to mitigate operational, security, or policy risks.
• User Acknowledgment: Users acknowledge that alerts are probabilistic and may not always indicate actual violations.
• Disclaimers: Nexly disclaims liability for false positives, operational impacts, or reliance on behavioral alerts.

247. Experimental Feature Monetization

• Program Rules: Nexly may introduce pilot monetization programs for new Services or features under operational discretion and eligibility criteria.
• User Responsibility: Users participating must comply with program rules, revenue-sharing agreements, and operational guidelines.
• Disclaimers: Nexly disclaims liability for payout accuracy, program discontinuation, or operational changes.

248. Regulatory Audit Support

• Audit Records: Nexly may maintain logs, records, and documentation to support regulatory audits or compliance reviews.
• User Acknowledgment: Users acknowledge that audit support is limited to information retained by Nexly and may be subject to access restrictions.
• Disclaimers: Nexly disclaims liability for completeness, accuracy, or reliance on audit documentation.

249. Continuous Service Optimization Logs

• Operational Monitoring: Nexly may maintain internal logs for continuous monitoring, capacity planning, and optimization of Services.
• User Acknowledgment: Users acknowledge that logs are internal tools and do not guarantee uninterrupted or optimal performance.
• Disclaimers: Nexly disclaims liability for outages, operational decisions, or reliance on logs for external purposes.

250. Legacy Feature Archival Policies

• Archival Procedures: Nexly may archive legacy features, content, or Service components according to defined archival policies, including notifications and guidance for data retrieval.
• User Responsibility: Users are responsible for exporting or retrieving content prior to archival.
• Disclaimers: Nexly disclaims liability for data loss, access limitations, or operational changes resulting from archival actions.

251. Contact Information

• Official Contact: Users may contact Nexly for support, inquiries, or compliance-related questions via designated channels including email, support tickets, or official website contact forms.
• Response and Escalation: Nexly will make reasonable efforts to respond to inquiries in a timely manner. Response times may vary based on the nature of the inquiry or operational conditions.
• User Responsibility: Users must provide accurate, complete, and up-to-date contact information to facilitate effective communication.
• Disclaimers: Nexly disclaims liability for delays, missed communications, or actions taken in reliance on incomplete or inaccurate user contact information.