Terms and Conditions of Use

NexScreening

Effective Date: 29th Dec 2025

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the meanings set out below:

"API" means the application programming interface provided by NexScreening that enables Customers to programmatically access the Services, submit screening requests, and receive screening results.

"Applicable Law" means all laws, statutes, regulations, directives, regulatory requirements, sanctions regimes, supervisory guidance, and legally binding rules applicable to the Customer, NexGlobal, or the use of the Services, including but not limited to:

• anti-money laundering (AML) laws,
• counter-terrorist financing (CTF) laws,
• sanctions regulations,
• data protection and privacy laws.

"Business Day" means a day other than a Saturday, Sunday, or public holiday in the State of Wyoming, United States of America.

"Content" means any data, information, records, screening results, alerts, match indicators, risk flags, reports, metadata, or outputs generated, displayed, transmitted, or made available through the Services, whether accessed via the website or the API.

"Customer", "You", or "End User" means any individual, legal entity, organization, or institution that accesses or uses the Services, whether directly or indirectly, including its employees, contractors, agents, or authorized users.

"Documentation" means any user guides, technical documentation, API specifications, onboarding materials, or explanatory content made available by NexScreening in connection with the Services.

"NexGlobal" means NexGlobal LLC, a limited liability company incorporated in the State of Wyoming, United States of America, and the legal owner of NexScreening.

"NexScreening" means the compliance screening platform operated under NexSystems, owned by NexGlobal, through which the Services are provided.

"PEP" or "Politically Exposed Person" means an individual who is or has been entrusted with prominent public functions, as well as their known associates and close family members, as defined under Applicable Law or regulatory guidance.

"Passport Check" means a screening service that performs passport data consistency and format validation, reference checks, and risk indicators based on available sources, and does not constitute identity verification, biometric validation, or document authentication.

"Personal Data" has the meaning given to it under Applicable Law relating to data protection and privacy, including any information relating to an identified or identifiable natural person.

"Sanctions" means restrictive measures imposed by governments, supranational bodies, or regulatory authorities, including but not limited to sanctions lists issued by the United Nations, United States, European Union, United Kingdom, or other competent authorities.

"Services" means the compliance screening services provided by NexScreening, which include all of the following, and which are included in all NexScreening packages:

• sanctions screening,
• politically exposed persons (PEP) screening,
• adverse media screening,
• passport checks, accessible through a web-based platform and/or the API.

"Term" means the period during which the Customer is authorized to access and use the Services under these Terms or any applicable commercial agreement.

"Website" means the NexScreening web-based platform through which Customers may access the Services.

1.2 Interpretation

Unless the context requires otherwise:

a) headings and numbering are for convenience only and shall not affect interpretation;

b) words in the singular include the plural and vice versa;

c) references to "including" or "include" shall be deemed to mean "including without limitation";

d) references to any law or regulation include any amendment, re-enactment, or replacement thereof;

e) references to a "person" include an individual, company, partnership, government authority, or other legal entity.

1.3 No Presumption of Reliance

Definitions and terms used in these Terms do not imply that the Services provide determinations, certifications, or conclusions, and nothing in these Terms shall be interpreted as creating any obligation on NexScreening to make compliance, legal, or regulatory decisions on behalf of the Customer.

2. Scope of the Services

2.1 Nature of the Services

NexScreening provides automated compliance screening services designed to assist Customers in meeting internal risk management, due diligence, and compliance obligations.

The Services are strictly limited to the following:

a) Sanctions Screening – screening of individuals and entities against applicable sanctions lists and restrictive measures issued by competent authorities;

b) Politically Exposed Persons (PEP) Screening – identification of individuals who may qualify as politically exposed persons, including known close associates and family members, based on available sources;

c) Adverse Media Screening – identification of potentially negative or adverse media references sourced from publicly available and licensed media outlets;

d) Passport Checks – passport data consistency and reference checks intended to identify potential risk indicators, without performing identity verification or document authentication.

2.2 Access Methods

The Services may be accessed by the Customer through one or more of the following methods:

a) a web-based platform made available by NexScreening; and/or

b) a secure Application Programming Interface (API), subject to technical documentation, authentication requirements, and usage limitations.

NexScreening may modify, update, or enhance access methods from time to time.

2.3 Package Structure

All NexScreening service packages include all Services listed in Clause 2.1.

No Service is provided on a standalone basis unless expressly agreed in writing by NexGlobal.

2.4 Service Limitations

The Customer acknowledges and agrees that:

a) the Services do not constitute identity verification, biometric validation, or document authentication services;

b) the Services do not confirm or certify the legal, regulatory, or compliance status of any individual or entity;

c) the Services do not replace the Customer's obligation to conduct independent due diligence, monitoring, or enhanced investigation where required;

d) screening results may include potential matches, partial matches, or false positives, which require review and validation by the Customer.

2.5 No Exclusivity

These Terms do not create any exclusivity. The Customer is free to use other compliance or screening tools, and NexGlobal may provide similar services to third parties.

2.6 Regulatory and Professional Disclaimer

The Services are provided solely as support tools and shall not be interpreted as:

• legal advice,
• regulatory advice,
• investigative findings, or
• professional opinions.

All compliance-related decisions remain the sole responsibility of the Customer.

2.7 Right to Modify Services

NexGlobal reserves the right to:

• modify, enhance, or update the Services;
• add or remove data sources;
• change technical features or functionality,

provided that such changes do not materially reduce the overall scope of Services without reasonable notice, where practicable.

3. Acceptance of Terms and Authority

3.1 Binding Agreement

By accessing, registering for, integrating with, or using the Services (whether through the Website or the API), the Customer:

a) acknowledges that it has read and understood these Terms;

b) agrees to be legally bound by these Terms; and

c) agrees to comply with all obligations set out herein.

If the Customer does not agree to these Terms, it must not access or use the Services.

3.2 Authority to Accept Terms

The Customer represents and warrants that:

a) it has full legal capacity and authority to enter into these Terms;

b) where the Customer is acting on behalf of a legal entity, the individual accepting these Terms has the authority to bind that entity; and

c) acceptance of these Terms does not violate any other agreement or legal obligation of the Customer.

3.3 Enterprise and Multiple Users

Where access to the Services is provided to multiple users within the Customer's organization:

a) the Customer is responsible for all acts and omissions of its users;

b) each user's access is subject to these Terms; and

c) any breach by a user shall be deemed a breach by the Customer.

3.4 Website Access

Use of the Services through the Website is subject to:

a) successful account registration;

b) ongoing compliance with these Terms; and

c) any technical or security requirements notified by NexScreening.

3.5 API Access and Authorization

Access to the Services via the API is subject to:

a) issuance of valid API credentials by NexScreening;

b) compliance with applicable technical documentation;

c) adherence to usage limits, rate limits, and security requirements; and

d) use solely for the Customer's internal business purposes.

API credentials are confidential and must not be shared or misused.

3.6 No Implied Rights

Acceptance of these Terms grants the Customer only a limited, non-exclusive, non-transferable right to access and use the Services during the applicable Term.

No other rights or licenses are granted by implication or otherwise.

4. Intended Use, Non-Reliance, and Regulatory Positioning

4.1 Intended Purpose of the Services

The Services are provided solely for the purpose of assisting the Customer with internal compliance, risk management, and due diligence processes, including but not limited to:

a) screening individuals and entities against sanctions, PEP, and adverse media data sources as part of customer onboarding or ongoing monitoring;

b) supporting the Customer's internal AML, CTF, and sanctions compliance frameworks; and

c) identifying potential risk indicators that may warrant further review, escalation, or enhanced due diligence by the Customer.

The Services are not designed or intended to replace or substitute the Customer's own compliance systems, policies, controls, or professional judgment.

4.2 Informational Nature of the Content

The Customer acknowledges and agrees that:

a) all Content made available through the Services is informational in nature only;

b) screening results represent potential matches or risk indicators based on available data sources at the time of screening;

c) Content may be incomplete, subject to change, or impacted by limitations inherent in data collection, reporting, and processing; and

d) Content should always be reviewed, assessed, and interpreted by qualified personnel within the Customer's organization.

4.3 No Legal, Regulatory, or Professional Advice

The Services and Content:

a) do not constitute legal advice, regulatory advice, financial advice, or professional opinions of any kind;

b) do not provide determinations regarding compliance with Applicable Law;

c) do not establish whether any individual or entity is sanctioned, criminal, prohibited, or legally restricted; and

d) must not be relied upon as a basis for taking enforcement, legal, or regulatory action without independent verification.

4.4 Regulatory Non-Reliance and Customer Responsibility

The Customer expressly acknowledges that:

a) regulatory authorities, auditors, counterparties, or third parties must not rely on NexScreening Content as a definitive or authoritative source;

b) the Customer remains solely responsible for ensuring compliance with all Applicable Law, including AML, CTF, sanctions, and data protection requirements;

c) all decisions relating to onboarding, rejection, termination, reporting, or escalation remain entirely with the Customer; and

d) the use of the Services does not transfer any compliance or regulatory obligations from the Customer to NexGlobal.

4.5 No Certification, Verification, or Determination

NexScreening does not:

a) certify the identity, legal status, or regulatory position of any individual or entity;

b) confirm whether a match is a true positive or false positive;

c) verify the authenticity of passports, identity documents, or personal information; or

d) guarantee that use of the Services will satisfy regulatory or supervisory requirements.

4.6 Risk of False Positives and False Negatives

The Customer acknowledges that:

a) screening processes may produce false positives due to name similarities, transliteration differences, or incomplete data;

b) false negatives may occur due to data unavailability, reporting delays, or source limitations;

c) NexScreening does not guarantee detection of all risks; and

d) Customers must implement appropriate review, escalation, and remediation processes.

4.7 No Guarantee of Regulatory Acceptance

Use of the Services does not guarantee that:

a) regulators or supervisory authorities will accept the Services as sufficient for compliance purposes;

b) the Customer will avoid regulatory scrutiny, penalties, or enforcement actions; or

c) the Customer's compliance framework will be deemed adequate or effective.

4.8 Acknowledgment of Independent Judgment

By using the Services, the Customer confirms that:

a) it exercises independent judgment when interpreting Content;

b) it has appropriate internal policies, procedures, and trained personnel; and

c) it does not rely solely on NexScreening to meet its regulatory obligations.

4.9 Survival

The provisions of this Clause 4 shall survive termination or expiration of these Terms.

5. Data Sources, Coverage, and Content Limitations

5.1 Nature and Origin of Data Sources

The Customer acknowledges and agrees that the Services rely on information collected, aggregated, and processed from a variety of sources, which may include, without limitation:

a) official sanctions lists and restrictive measures issued by governmental, supranational, and regulatory authorities;

b) publicly available information concerning politically exposed persons, including official government publications and disclosures;

c) media publications, news outlets, and open-source intelligence used for adverse media screening; and

d) licensed third-party data providers and reference databases, where available.

NexScreening does not control the original creation or publication of such data sources.

5.2 Geographic and Jurisdictional Coverage

The Customer acknowledges that:

a) data coverage may vary by country, jurisdiction, or region;

b) certain jurisdictions may have limited public information or media transparency;

c) sanctions, PEP, and adverse media data may be subject to local reporting practices and legal restrictions; and

d) NexScreening does not represent or warrant uniform global coverage.

5.3 Data Timeliness and Updates

The Customer acknowledges that:

a) NexScreening uses commercially reasonable efforts to update data sources on a regular basis;

b) updates are dependent on the availability, accuracy, and timing of source publications;

c) delays may occur between an event, its public reporting, and its inclusion in the Services; and

d) Content reflects information available at the time of processing and may not reflect subsequent developments.

5.4 Data Accuracy, Completeness, and Reliability

Due to the inherent limitations of data aggregation:

a) Content may contain inaccuracies, omissions, or outdated information;

b) similar or identical names may result in false positives;

c) transliteration, language differences, and cultural naming conventions may affect results; and

d) NexScreening does not guarantee the accuracy, completeness, or reliability of any Content.

5.5 Adverse Media Content Limitations

With respect to adverse media screening, the Customer acknowledges that:

a) media reports may be unverified, speculative, or later corrected;

b) adverse media references do not establish guilt, wrongdoing, or liability;

c) historical media content may remain accessible even if circumstances change; and

d) Customers must apply judgment when assessing relevance, severity, and credibility.

5.6 Sanctions and PEP Data Limitations

The Customer acknowledges that:

a) sanctions lists and PEP classifications are subject to change without notice;

b) removal from or addition to lists may not be immediately reflected;

c) PEP definitions may vary by jurisdiction and regulator; and

d) NexScreening does not determine whether an individual legally qualifies as a PEP under Applicable Law.

5.7 Passport Check Limitations

With respect to passport checks, the Customer acknowledges that:

a) passport checks are limited to data consistency, format, and reference analysis;

b) the Services do not authenticate, validate, or verify the legitimacy of passports;

c) the Services do not confirm the identity of the passport holder; and

d) results should not be relied upon as proof of identity or document authenticity.

5.8 No Obligation to Monitor Changes

NexScreening is not obligated to:

a) continuously monitor screened individuals or entities unless expressly agreed;

b) notify the Customer of changes in status, risk level, or data updates; or

c) provide real-time alerts unless such functionality is specifically enabled.

5.9 Customer Responsibility for Assessment

The Customer remains solely responsible for:

a) assessing the relevance and materiality of Content;

b) conducting enhanced due diligence where appropriate;

c) documenting compliance decisions; and

d) ensuring ongoing compliance with Applicable Law.

5.10 Survival

This Clause 5 shall survive termination or expiration of these Terms.

6. Best Efforts, Quality Controls, and Disclaimers

6.1 Commercially Reasonable Efforts

NexScreening applies commercially reasonable efforts, consistent with industry standards for compliance screening services, to:

a) design, maintain, and operate the Services using professional methodologies;

b) collect, process, and present data from selected sources in a structured and systematic manner;

c) implement internal procedures intended to improve data consistency, reliability, and usability; and

d) enhance the overall performance and functionality of the Services over time.

Such efforts do not constitute a guarantee of accuracy, completeness, or fitness for any particular purpose.

6.2 Quality Control Processes

NexScreening employs internal quality control measures which may include, without limitation:

a) automated validation and normalization processes;

b) periodic review of data ingestion and processing logic;

c) monitoring of system performance and data integrity; and

d) review and refinement of screening methodologies.

The Customer acknowledges that quality control processes reduce but do not eliminate the risk of errors, omissions, or inaccuracies.

6.3 No Warranty as to Content

To the maximum extent permitted by Applicable Law:

a) all Services and Content are provided on an "as is" and "as available" basis;

b) NexGlobal makes no representations or warranties, express or implied, regarding the accuracy, completeness, timeliness, reliability, or suitability of any Content;

c) NexGlobal expressly disclaims any implied warranties, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

6.4 No Guarantee of Risk Detection

The Customer acknowledges and agrees that:

a) the Services do not guarantee the identification of all sanctions, PEP, adverse media, or passport-related risks;

b) some risks may not be detected due to data unavailability, reporting delays, or source limitations;

c) screening outcomes depend on input data provided by the Customer, which may affect results; and

d) NexScreening does not warrant that the Services will identify all relevant risks or prevent regulatory, legal, or financial harm.

6.5 End-User Responsibility and Independent Assessment

The Customer remains solely responsible for:

a) reviewing, assessing, and validating all screening results;

b) determining whether a potential match is a true positive or false positive;

c) deciding whether enhanced due diligence, escalation, or reporting is required; and

d) ensuring that decisions taken based on the Services comply with Applicable Law and internal policies.

NexScreening does not make, and shall not be deemed to make, any compliance or risk determinations on behalf of the Customer.

6.6 No Reliance for Legal or Regulatory Outcomes

The Customer agrees that:

a) the Services must not be relied upon as definitive evidence in legal, regulatory, or enforcement proceedings;

b) NexGlobal does not guarantee that use of the Services will satisfy regulatory expectations;

c) regulators or auditors may require additional controls, documentation, or verification beyond the Services.

6.7 Third-Party and Open-Source Data Disclaimer

To the extent the Services incorporate data obtained from third-party or open-source sources:

a) such data is provided without warranties of any kind;

b) NexGlobal does not control the accuracy or completeness of such data;

c) NexGlobal disclaims liability arising from errors or omissions in third-party or open-source data; and

d) availability of such data may change without notice.

6.8 No Service-Level Guarantee

Unless expressly agreed in writing:

a) NexScreening does not provide guaranteed service levels, uptime commitments, or response times;

b) temporary interruptions, maintenance, or degradation of performance may occur;

c) NexGlobal shall not be liable for service unavailability or performance issues.

6.9 Acknowledgment of Risk Allocation

By using the Services, the Customer expressly acknowledges that:

a) it assumes the risks associated with reliance on screening data;

b) it has assessed the suitability of the Services for its purposes; and

c) this allocation of risk is reflected in the fees charged and the limitations of liability set out in these Terms.

6.10 Survival

This Clause 6 shall survive termination or expiration of these Terms.

7. Customer Obligations, Compliance Duties, and Use Restrictions

7.1 General Compliance Obligations

The Customer agrees to use the Services:

a) strictly in accordance with these Terms;

b) solely for lawful purposes and internal business use;

c) in compliance with all Applicable Law, including AML, CTF, sanctions, and data protection regulations; and

d) in a manner consistent with recognized compliance and risk management standards.

7.2 Lawful Basis and Authorization to Screen

The Customer represents and warrants that:

a) it has a valid and lawful basis to screen individuals or entities using the Services;

b) it has obtained all required consents, notices, or authorizations under Applicable Law;

c) screening activities do not violate privacy, employment, discrimination, or human rights laws; and

d) it shall not screen individuals or entities for purposes that are unlawful, abusive, or unethical.

7.3 Internal Policies and Controls

The Customer shall maintain appropriate internal controls, which may include:

a) documented sanctions compliance policies;

b) trained and competent personnel responsible for screening review;

c) escalation and decision-making procedures;

d) audit trails and recordkeeping mechanisms.

Use of the Services does not relieve the Customer of these obligations.

7.4 Accuracy of Input Data

The Customer is responsible for ensuring that:

a) data submitted for screening is accurate, complete, and up to date;

b) errors or omissions in input data may affect screening results;

c) NexScreening is not responsible for inaccuracies arising from Customer-provided data.

7.5 User Access Management

The Customer shall:

a) restrict access to the Services to authorized users only;

b) ensure users comply with these Terms;

c) promptly revoke access for unauthorized or departing users; and

d) notify NexScreening of any suspected unauthorized access.

7.6 API Security and Usage Responsibilities

Where the Customer uses the API, it shall:

a) safeguard API credentials and access keys;

b) implement reasonable security controls to prevent misuse;

c) comply with usage limits, rate limits, and technical requirements;

d) immediately notify NexScreening of any security breach involving API access.

7.7 Prohibited Conduct

The Customer shall not:

a) use the Services for unlawful surveillance, profiling, or discrimination;

b) misrepresent screening results as definitive findings or certifications;

c) reverse engineer, scrape, copy, or reproduce the Services or Content;

d) use the Services to develop or support competing products or services;

e) sublicense, resell, or distribute the Services without written authorization.

7.8 Cooperation with Legal and Regulatory Requests

The Customer agrees to:

a) cooperate with NexGlobal in responding to lawful requests from regulators or authorities related to use of the Services;

b) provide information reasonably required to assess compliance with these Terms;

c) promptly notify NexScreening of any regulatory inquiry directly related to the Services.

7.9 Consequences of Non-Compliance

Failure to comply with this Clause 7 may result in:

a) suspension or termination of access to the Services;

b) legal or regulatory exposure for the Customer;

c) indemnification obligations under these Terms.

7.10 Survival

This Clause 7 shall survive termination or expiration of these Terms.

8. Prohibited Uses, Misuse Prevention, and Enforcement Rights

8.1 Prohibited Uses

The Customer shall not, and shall ensure that its users do not, directly or indirectly:

a) use the Services or Content for any unlawful purpose or in violation of Applicable Law;

b) use the Services for surveillance, profiling, or monitoring activities that are discriminatory, abusive, or unlawful;

c) present or represent screening results as definitive findings, certifications, or factual determinations;

d) rely on the Services as the sole basis for legal, regulatory, employment, or enforcement decisions;

e) use the Services in a manner that infringes the rights of any individual or entity.

8.2 Misrepresentation and Improper Reliance

The Customer shall not:

a) mischaracterize the nature, scope, or limitations of the Services to third parties;

b) imply that NexScreening or NexGlobal has approved, endorsed, or certified any decision made by the Customer;

c) attribute compliance failures or regulatory outcomes to NexScreening.

8.3 Technical Misuse and Abuse

The Customer shall not:

a) attempt to reverse engineer, decompile, disassemble, or otherwise derive source code, algorithms, or data structures;

b) scrape, harvest, copy, or bulk extract Content or data;

c) bypass or attempt to bypass access controls, security mechanisms, or usage limits;

d) introduce malware, malicious code, or harmful processes into the Services.

8.4 Competitive and Commercial Restrictions

The Customer shall not:

a) use the Services or Content to create, enhance, benchmark, or support competing products or services;

b) resell, sublicense, distribute, or make the Services available to third parties without express written authorization;

c) use the Services as part of a service bureau, outsourcing, or managed service offering.

8.5 Monitoring and Detection of Misuse

NexGlobal reserves the right to:

a) monitor usage patterns for compliance with these Terms;

b) investigate suspected misuse or security incidents;

c) take appropriate measures to protect the integrity and security of the Services.

Such monitoring shall be conducted in accordance with Applicable Law.

8.6 Enforcement Actions

In the event of actual or suspected breach of this Clause 8, NexGlobal may, at its sole discretion:

a) suspend or restrict access to the Services;

b) revoke API credentials;

c) require remedial actions by the Customer;

d) terminate these Terms;

e) pursue legal remedies where appropriate.

8.7 No Waiver

Failure by NexGlobal to enforce any provision of this Clause 8 shall not constitute a waiver of its right to do so at a later time.

8.8 Survival

This Clause 8 shall survive termination or expiration of these Terms.

9. Intellectual Property Rights and License Grant

9.1 Ownership of the Services

All right, title, and interest in and to the Services, including without limitation:

a) the NexScreening platform, Website, APIs, software, and infrastructure;

b) screening methodologies, processes, algorithms, and workflows;

c) databases, compilations, data structures, and data organization;

d) Documentation and technical materials; and

e) trademarks, service marks, trade names, logos, and branding,

are and shall remain the exclusive property of NexGlobal LLC or its licensors.

9.2 Ownership of Content

All Content made available through the Services:

a) is owned by or licensed to NexGlobal;

b) is protected by applicable intellectual property laws; and

c) does not transfer ownership rights to the Customer.

The Customer acquires no ownership interest in the Content.

9.3 Limited License to the Customer

Subject to compliance with these Terms, NexGlobal grants the Customer a:

a) limited;

b) non-exclusive;

c) non-transferable;

d) non-sublicensable; and

e) revocable

license to access and use the Services and Content solely for the Customer's internal business and compliance purposes during the applicable Term.

9.4 License Restrictions

The Customer shall not:

a) copy, reproduce, modify, translate, or create derivative works of the Services or Content;

b) distribute, publish, display, or transmit the Services or Content to third parties except as expressly permitted;

c) remove or alter proprietary notices, trademarks, or copyright markings;

d) use the Services or Content in a manner inconsistent with these Terms.

9.5 Feedback

If the Customer provides suggestions, feedback, or recommendations:

a) such feedback may be used by NexGlobal without restriction or obligation;

b) NexGlobal shall own all rights in any improvements or enhancements resulting from such feedback; and

c) no compensation shall be owed to the Customer.

9.6 Third-Party Rights

To the extent the Services incorporate third-party technology or data:

a) such components remain the property of their respective owners;

b) the Customer acquires no rights except as expressly permitted;

c) use of such components may be subject to additional terms or notices.

9.7 Reservation of Rights

All rights not expressly granted to the Customer are reserved by NexGlobal.

9.8 Survival

This Clause 9 shall survive termination or expiration of these Terms.

10. Confidentiality and Non-Disclosure

10.1 Definition of Confidential Information

For the purposes of these Terms, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, electronically, visually, or in writing, including but not limited to:

a) technical information, system architecture, APIs, source code, algorithms, and methodologies;

b) screening logic, data structures, and operational processes;

c) pricing, commercial terms, business plans, and contractual arrangements;

d) security measures, access credentials, and authentication mechanisms;

e) any information identified as confidential or which a reasonable person would understand to be confidential by its nature.

10.2 Confidential Information of NexGlobal

Without limiting Clause 10.1, the Customer acknowledges that the following constitute Confidential Information of NexGlobal:

a) the Services, platform functionality, and performance characteristics;

b) Content and screening outputs (except to the extent lawfully disclosed as part of the Customer's compliance processes);

c) Documentation and technical materials;

d) internal quality controls, risk methodologies, and compliance frameworks.

10.3 Obligations of Confidentiality

The Receiving Party shall:

a) keep Confidential Information strictly confidential and protect it using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care;

b) use Confidential Information solely for purposes permitted under these Terms;

c) restrict disclosure of Confidential Information to its employees, agents, or contractors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those set out herein;

d) not disclose Confidential Information to any third party except as expressly permitted under these Terms.

10.4 Permitted Disclosures

Confidential Information may be disclosed by the Receiving Party:

a) to the extent required by Applicable Law, court order, or regulatory authority, provided that, where legally permitted, the Disclosing Party is given prompt notice of such requirement;

b) to professional advisors (including legal, audit, or compliance advisors) subject to confidentiality obligations;

c) with the prior written consent of the Disclosing Party.

10.5 Exclusions from Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate:

a) is or becomes publicly available through no breach of these Terms;

b) was lawfully known to the Receiving Party prior to disclosure;

c) is independently developed without reference to the Confidential Information; or

d) is lawfully obtained from a third party without restriction.

10.6 Data Protection and Personal Data

Nothing in this Clause 10 shall require either party to disclose Personal Data in violation of Applicable Law. Processing of Personal Data is governed by Clause 11 (Data Protection and Privacy) and any applicable Data Processing Addendum.

10.7 Remedies for Breach

The Customer acknowledges that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm to NexGlobal. Accordingly, NexGlobal shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law.

10.8 Survival

The obligations set out in this Clause 10 shall survive termination or expiration of these Terms for a period of five (5) years, or longer where required by Applicable Law or the nature of the Confidential Information.

11. Data Protection, Privacy, and Personal Data Processing

11.1 Compliance with Data Protection Laws

Each party shall comply with all Applicable Law relating to data protection, privacy, and the processing of Personal Data, including, where applicable:

a) the General Data Protection Regulation (EU) 2016/679 ("GDPR");

b) applicable United States federal and state privacy laws;

c) any other local or international data protection regulations relevant to the Customer's use of the Services.

11.2 Roles of the Parties

For the purposes of data protection laws:

a) the Customer acts as the data controller with respect to Personal Data submitted for screening;

b) NexGlobal acts as a data processor (or service provider) processing Personal Data on behalf of the Customer;

c) each party shall fulfill its respective obligations under Applicable Law.

11.3 Lawful Basis for Processing

The Customer represents and warrants that:

a) it has a valid lawful basis to process Personal Data using the Services;

b) it has provided all required notices to data subjects;

c) it has obtained any necessary consents, where required by law;

d) its use of the Services does not infringe the rights of data subjects.

11.4 Scope and Purpose of Processing

NexGlobal shall process Personal Data solely:

a) to provide the Services in accordance with these Terms;

b) in accordance with the Customer's documented instructions;

c) for system security, fraud prevention, and service improvement, where permitted by Applicable Law.

NexGlobal shall not process Personal Data for its own independent purposes unrelated to the Services.

11.5 Data Minimization and Retention

NexGlobal shall:

a) process only Personal Data necessary for the provision of the Services;

b) retain Personal Data only for as long as necessary to fulfill contractual and legal obligations;

c) delete or anonymize Personal Data in accordance with its retention policies and Applicable Law.

11.6 Security Measures

NexGlobal shall implement appropriate technical and organizational measures designed to:

a) protect Personal Data against unauthorized access, disclosure, alteration, or destruction;

b) ensure confidentiality, integrity, and availability of Personal Data;

c) mitigate risks associated with data processing activities.

11.7 Subprocessors

The Customer acknowledges that:

a) NexGlobal may engage subprocessors to support the provision of the Services;

b) such subprocessors shall be subject to data protection obligations no less protective than those set out herein;

c) NexGlobal remains responsible for the acts and omissions of its subprocessors.

11.8 Data Subject Rights

Where required by Applicable Law:

a) the Customer is responsible for responding to data subject requests;

b) NexGlobal shall provide reasonable assistance to enable the Customer to fulfill such requests;

c) NexGlobal shall not respond directly to data subjects unless required by law.

11.9 International Data Transfers

Where Personal Data is transferred across borders:

a) such transfers shall be conducted in accordance with Applicable Law;

b) appropriate safeguards shall be implemented, such as standard contractual clauses, where required.

11.10 Data Breach Notification

In the event of a personal data breach:

a) NexGlobal shall notify the Customer without undue delay upon becoming aware of the breach;

b) the notification shall include information reasonably required for the Customer to meet its legal obligations;

c) the Customer remains responsible for regulatory notifications, unless otherwise required by law.

11.11 Data Processing Addendum

Additional details regarding data protection obligations may be set out in a separate Data Processing Addendum (DPA), which shall form part of these Terms.

11.12 Survival

This Clause 11 shall survive termination or expiration of these Terms.

12. Service Availability, Maintenance, and Modifications

12.1 Provision of the Services

NexScreening shall make the Services available to the Customer during the applicable Term, subject to:

a) compliance with these Terms;

b) availability of required systems, networks, and third-party services;

c) any applicable technical, security, or usage requirements.

The Customer acknowledges that access to the Services may be subject to temporary interruptions.

12.2 "As Is" and "As Available" Basis

The Services are provided on an "as is" and "as available" basis. NexGlobal does not guarantee:

a) uninterrupted or continuous availability;

b) error-free operation;

c) availability at any specific time or location;

d) compatibility with all systems, software, or devices.

12.3 Scheduled Maintenance

NexGlobal may perform scheduled maintenance, updates, or upgrades to the Services.

Where reasonably practicable:

a) advance notice of scheduled maintenance will be provided;

b) maintenance will be performed during off-peak hours;

c) efforts will be made to minimize service disruption.

12.4 Unscheduled Maintenance and Force Majeure

NexGlobal may suspend or limit access to the Services without notice:

a) to address security vulnerabilities or threats;

b) to prevent or mitigate misuse or system abuse;

c) due to force majeure events, including but not limited to natural disasters, power failures, cyber incidents, or acts of government.

12.5 Service Modifications

NexGlobal reserves the right to:

a) modify, enhance, update, or improve the Services;

b) add, remove, or replace features, functionality, or data sources;

c) change technical specifications or system requirements.

Such modifications shall not materially reduce the overall scope of the Services without reasonable notice, where practicable.

12.6 API-Specific Availability

Where the Customer accesses the Services via the API:

a) availability may be subject to rate limits, quotas, and technical constraints;

b) NexGlobal may modify API endpoints or specifications;

c) reasonable efforts will be made to provide notice of material API changes.

12.7 No Service Level Commitment

Unless expressly agreed in writing:

a) NexGlobal does not provide service level agreements (SLAs);

b) no uptime, response time, or performance guarantees apply;

c) temporary outages or degradation do not constitute a breach of these Terms.

12.8 Customer Responsibilities

The Customer is responsible for:

a) maintaining compatible systems and internet connectivity;

b) implementing appropriate internal redundancy or contingency measures;

c) ensuring that business continuity plans do not rely solely on the Services.

12.9 Survival

This Clause 12 shall survive termination or expiration of these Terms.

13. Fees, Billing, and Payment Terms

13.1 Fees

The Customer agrees to pay all fees applicable to its use of the Services as:

a) set out in a separate order form, subscription plan, pricing schedule, or commercial agreement; or

b) otherwise agreed in writing between the Customer and NexGlobal.

All fees are quoted and payable in the currency specified in the applicable commercial agreement.

13.2 Scope of Fees

Unless expressly stated otherwise in writing:

a) all NexScreening packages include access to all Services described in these Terms;

b) fees are based on factors such as usage volume, number of screenings, API calls, subscription period, or other agreed metrics;

c) fees do not depend on outcomes, match results, or regulatory acceptance.

13.3 Invoicing

NexGlobal may invoice the Customer:

a) in advance or in arrears, as specified in the applicable agreement;

b) on a recurring subscription basis or usage-based basis;

c) electronically, unless otherwise agreed.

Invoices shall include reasonable detail sufficient to identify the charges.

13.4 Payment Terms

Unless otherwise agreed in writing:

a) invoices are payable within thirty (30) days of the invoice date;

b) payments shall be made without set-off, counterclaim, or deduction;

c) the Customer is responsible for ensuring timely payment.

13.5 Taxes

All fees are exclusive of:

a) value-added tax (VAT);

b) sales, use, withholding, or similar taxes;

c) any other governmental charges.

The Customer shall be responsible for all applicable taxes, except for taxes based on NexGlobal's net income.

13.6 Late Payments

If the Customer fails to pay an invoice when due:

a) NexGlobal may charge interest on the overdue amount at the maximum rate permitted by Applicable Law;

b) NexGlobal may suspend access to the Services upon reasonable notice;

c) the Customer shall be responsible for reasonable costs incurred in recovering overdue amounts.

13.7 Disputed Invoices

If the Customer disputes an invoice:

a) the Customer must notify NexGlobal in writing within ten (10) days of receipt;

b) undisputed portions of the invoice remain payable;

c) the parties shall cooperate in good faith to resolve the dispute.

13.8 No Refunds

Except where expressly required by Applicable Law or agreed in writing:

a) fees are non-refundable;

b) unused Services or early termination do not entitle the Customer to refunds or credits.

13.9 Changes to Fees

NexGlobal may revise fees upon reasonable notice:

a) at the end of a subscription term; or

b) where pricing models or regulatory requirements change.

Continued use of the Services constitutes acceptance of revised fees.

13.10 Survival

This Clause 13 shall survive termination or expiration of these Terms to the extent required to enforce payment obligations.

14. Limitation of Liability and Exclusion of Damages

14.1 Allocation of Risk

The Customer acknowledges and agrees that:

a) the Services are provided as compliance support tools and not as definitive or authoritative sources;

b) use of the Services involves inherent risks, including the risk of incomplete, inaccurate, or outdated data;

c) the allocation of risk set out in these Terms reflects the commercial basis on which the Services are provided.

14.2 Exclusion of Certain Damages

To the maximum extent permitted by Applicable Law, NexGlobal shall not be liable for any:

a) indirect, incidental, consequential, special, or punitive damages;

b) loss of profits, revenue, business, goodwill, or anticipated savings;

c) loss of data, loss of use, or business interruption;

d) regulatory fines, penalties, sanctions, or enforcement actions;

e) reputational harm or third-party claims arising from Customer decisions,

whether arising in contract, tort (including negligence), strict liability, or otherwise, even if NexGlobal has been advised of the possibility of such damages.

14.3 Limitation of Aggregate Liability

To the maximum extent permitted by Applicable Law:

a) NexGlobal's total aggregate liability arising out of or in connection with these Terms and the Services shall not exceed the total fees actually paid by the Customer to NexGlobal in the twelve (12) months immediately preceding the event giving rise to the claim;

b) where no fees have been paid, NexGlobal's total aggregate liability shall be limited to USD 100.

14.4 Claims Arising from Use of Content

Without limiting the foregoing, NexGlobal shall not be liable for any claims, losses, or damages arising from:

a) reliance on screening results, Content, or risk indicators;

b) failure to identify sanctions, PEPs, adverse media, or passport-related risks;

c) false positives, false negatives, or delayed updates;

d) Customer actions or omissions taken based on the Services.

14.5 Regulatory and Compliance Outcomes

NexGlobal shall not be liable for:

a) regulatory investigations, audits, or enforcement actions;

b) findings of non-compliance by regulators or supervisory authorities;

c) Customer failure to meet regulatory expectations or obligations;

d) decisions by regulators to impose fines, penalties, or restrictions.

14.6 Third-Party Data and Dependencies

NexGlobal shall not be liable for losses arising from:

a) errors, omissions, or inaccuracies in third-party or open-source data;

b) changes, suspension, or unavailability of third-party data sources;

c) reliance on external publications, sanctions lists, or media sources.

14.7 Basis of the Bargain

The Customer acknowledges that:

a) the exclusions and limitations of liability in these Terms are fundamental elements of the agreement;

b) NexGlobal would not provide the Services without such limitations;

c) the fees charged reflect this allocation of risk.

14.8 Non-Excludable Liability

Nothing in these Terms shall exclude or limit liability for:

a) fraud or fraudulent misrepresentation;

b) willful misconduct;

c) liability that cannot be excluded under Applicable Law.

14.9 Survival

This Clause 14 shall survive termination or expiration of these Terms.

15. Indemnification

15.1 Customer Indemnification Obligations

The Customer agrees to indemnify, defend, and hold harmless NexGlobal LLC, NexSystems, and their respective officers, directors, employees, contractors, and agents (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

a) the Customer's access to or use of the Services;

b) any decision, action, or omission taken by the Customer based on the Services or Content;

c) breach of these Terms by the Customer or its users;

d) violation of Applicable Law by the Customer;

e) failure by the Customer to obtain a lawful basis or required consent to screen individuals or entities;

f) misuse, misrepresentation, or improper reliance on the Services.

15.2 Regulatory and Third-Party Claims

The indemnification obligations include, without limitation, claims arising from:

a) regulatory investigations, audits, or enforcement actions against the Customer;

b) complaints or claims by data subjects, customers, employees, or counterparties;

c) allegations of discrimination, privacy violations, or unlawful profiling;

d) sanctions or compliance-related failures attributed to the Customer.

15.3 Indemnification Procedure

NexGlobal shall:

a) promptly notify the Customer of any claim subject to indemnification, where practicable;

b) reasonably cooperate with the Customer in the defense of the claim;

c) permit the Customer to control the defense and settlement, provided that no settlement may impose obligations or liability on NexGlobal without its prior written consent.

15.4 Exclusions from Indemnification

The Customer's indemnification obligations shall not apply to the extent a claim arises solely from:

a) NexGlobal's fraud or willful misconduct; or

b) liability that cannot be lawfully indemnified under Applicable Law.

15.5 Survival

This Clause 15 shall survive termination or expiration of these Terms.

16. Suspension and Termination

16.1 Right to Suspend Services

NexGlobal reserves the right, at its sole discretion, to suspend access to all or part of the Services, immediately and without liability, where:

a) the Customer breaches or is reasonably suspected of breaching these Terms;

b) NexGlobal determines that continued access poses a legal, regulatory, security, or reputational risk;

c) required by Applicable Law, regulatory authority, or court order;

d) the Customer fails to pay any undisputed fees when due;

e) suspicious, excessive, or abusive usage patterns are detected;

f) there is a suspected security incident, compromise of credentials, or misuse of the API.

Suspension may be partial or complete and may apply to individual users, accounts, or API credentials.

16.2 Effect of Suspension

During any period of suspension:

a) the Customer shall have no right to access or use the suspended Services;

b) NexGlobal shall have no obligation to process screening requests;

c) suspension shall not relieve the Customer of its payment obligations;

d) NexGlobal shall not be liable for losses arising from suspension.

16.3 Termination for Cause

NexGlobal may terminate these Terms, in whole or in part, with immediate effect by written notice if:

a) the Customer commits a material breach of these Terms and fails to remedy such breach within a reasonable period (if capable of remedy);

b) the Customer engages in prohibited conduct under Clause 8;

c) the Customer violates Applicable Law in connection with use of the Services;

d) continued provision of the Services would expose NexGlobal to legal or regulatory risk;

e) the Customer becomes insolvent, enters liquidation, or ceases business operations.

16.4 Termination for Convenience

Unless otherwise agreed in writing:

a) NexGlobal may terminate these Terms for convenience upon reasonable prior notice;

b) the Customer may terminate these Terms upon expiry of the applicable subscription term or in accordance with any agreed notice period.

16.5 Effect of Termination

Upon termination or expiration of these Terms:

a) all rights granted to the Customer to access and use the Services shall immediately cease;

b) the Customer shall promptly discontinue all use of the Services and Content;

c) any outstanding fees shall become immediately due and payable;

d) NexGlobal may deactivate accounts and API credentials;

e) NexGlobal may delete or anonymize Customer data in accordance with its retention policies and Applicable Law.

16.6 No Refund upon Termination

Except where required by Applicable Law or expressly agreed in writing:

a) termination does not entitle the Customer to refunds, credits, or compensation;

b) unused Services or remaining subscription periods are forfeited.

16.7 Survival of Certain Provisions

Termination or expiration shall not affect the continued validity of clauses which by their nature are intended to survive, including but not limited to:

• Clauses 4 (Intended Use and Non-Reliance)
• Clause 6 (Disclaimers)
• Clause 8 (Prohibited Uses)
• Clause 9 (Intellectual Property)
• Clause 10 (Confidentiality)
• Clause 11 (Data Protection)
• Clause 14 (Limitation of Liability)
• Clause 15 (Indemnification)

18. Miscellaneous Provisions

18.1 Entire Agreement

These Terms, together with any applicable order forms, subscription agreements, Data Processing Addendum, or referenced policies, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to the same subject matter.

18.2 Order of Precedence

In the event of any conflict or inconsistency between:

a) these Terms; and

b) any applicable order form, subscription agreement, or addendum,

the following order of precedence shall apply, unless expressly stated otherwise:

• the order form or subscription agreement;
• any Data Processing Addendum;
• these Terms.

18.3 Assignment

The Customer may not assign, transfer, or novate these Terms, in whole or in part, without the prior written consent of NexGlobal.

NexGlobal may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

18.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

a) such provision shall be enforced to the maximum extent permissible;

b) the remaining provisions shall remain in full force and effect.

18.5 Waiver

No failure or delay by NexGlobal to exercise any right or remedy under these Terms shall constitute a waiver of that right or remedy.

Any waiver must be in writing and signed by an authorized representative of NexGlobal.

18.6 Force Majeure

NexGlobal shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to:

a) acts of God;

b) natural disasters;

c) war, terrorism, or civil unrest;

d) labor disputes;

e) power or network failures;

f) governmental actions or regulatory changes.

18.7 Notices

All notices under these Terms shall be given:

a) in writing; and

b) delivered by email, courier, or other agreed method.

Notices to NexGlobal shall be sent to: legal@screening.nex.systems

Notices shall be deemed received in accordance with Applicable Law.

18.8 Amendments

NexGlobal may amend these Terms from time to time by:

a) posting updated Terms on the Website; or

b) providing notice to the Customer.

Continued use of the Services after the effective date of the amendment constitutes acceptance of the revised Terms.

18.9 Relationship of the Parties

Nothing in these Terms creates any partnership, joint venture, agency, or fiduciary relationship between the parties.

Each party acts as an independent contractor.

18.10 Third-Party Beneficiaries

Except as expressly stated, these Terms do not confer any rights or remedies on any third party.

18.11 Counterparts and Electronic Acceptance

These Terms may be accepted electronically and in counterparts, each of which shall be deemed an original.

Electronic acceptance shall have the same legal effect as a handwritten signature.

18.12 Survival

All provisions which by their nature are intended to survive termination or expiration of these Terms shall survive, including but not limited to:

• Clauses 4, 6, 8, 9, 10, 11, 14, 15, 17, and this Clause 18.