Terms of Service
1. Introductory Matters
1.1 Acceptance of Terms & Effective Date
These Terms of Use (“Terms”) are a binding agreement between you (“you”, “your”, or “User”) and Nexgent AI (“Nexgent”, “we”, “us”, or “our”). These Terms govern your access to and use of the Nexgent platform, including our website, application interfaces (APIs), services, software, tools, and related features (collectively, the “Services”).
By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, along with any other policies or notices we may publish from time to time. If you do not agree to these Terms, you must not use the Services.
These Terms are effective as of 28 June 2025 and apply to all users from that date forward.
1.2 About Nexgent AI
Nexgent is an AI-powered platform that enables users to create and deploy autonomous agents to assist with market research and strategy testing in the cryptocurrency ecosystem. The platform provides tools to simulate strategies, monitor on-chain data, and surface insights within a secure, non-custodial environment.
Nexgent does not operate as a digital currency exchange, does not offer financial products, and does not custody user funds or private keys. All interactions with blockchain networks are initiated and controlled by the user via their self-custodied digital wallet.
1.3 Changes to These Terms
We may update these Terms from time to time to reflect changes in our Services, applicable laws, or business operations. When we make changes, we will update the “Effective Date” at the top of this document and may provide notice via our website or directly within the Services.
Your continued use of the Services following the publication of revised Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must cease using the Services.
2. Key Definitions
For the purposes of these Terms, the following definitions apply:
Access Lock means the mechanism that requires users to lock a fixed amount of $NEXGENT tokens in a smart contract in order to access the Nexgent AI platform and its features, as described in Section 6.
Agent refers to a user-deployed AI model or process that operates within the Nexgent platform to analyse blockchain data, surface market signals, and simulate strategy behaviour. Agents do not execute trades.
Content means all data, text, code, designs, information, graphics, models, signals, analytics, and other material made available through the Services.
Digital Wallet means a blockchain-based software or hardware wallet that allows users to store and manage private keys and interact with supported networks.
Platform means the Nexgent AI web-based software, user interface, APIs, and backend services made available to Users.
Sandbox refers to the simulated trading environment provided by Nexgent AI where Agents can be tested and refined without deploying capital or executing real trades.
Services means all products, features, tools, and functionalities provided by Nexgent AI through the Platform, including but not limited to Agent creation, data analytics, signal generation, and the Sandbox environment.
User means any individual or entity who accesses or uses the Services.
$NEXGENT Token refers to the native utility token of the Nexgent AI ecosystem. It is used to access platform features, including the Access Lock mechanism. It does not represent a security or financial product.
3. Eligibility & Compliance
3.1 Age and Legal Capacity
To use the Services, you must be at least 18 years of age (or the age of majority in your jurisdiction) and have the legal capacity to enter into binding agreements. By using the Services, you represent and warrant that you meet these requirements.
3.2 Restricted Jurisdictions
You may not use the Services if you are located in, incorporated in, or a resident of a jurisdiction:
where access to or use of blockchain-based services or utility tokens is prohibited by applicable law, regulation, or government order;
that is subject to comprehensive international sanctions or trade restrictions (including those administered by the United Nations, European Union, or the Australian Government); or
that would expose Nexgent AI to material legal or regulatory risk.
Australia:
Due to ongoing regulatory uncertainty, Nexgent AI does not currently permit access to the platform from users located in, resident in, or accessing the Services from Australia. This restriction is a proactive compliance measure and may be lifted in the future as regulatory guidance becomes clearer.
We are actively monitoring the evolving legal landscape and are committed to making the platform available to Australian users once it is legally and operationally appropriate to do so.
We reserve the right to restrict or terminate access to the Services in our sole discretion to comply with legal obligations or reduce regulatory exposure.
3.3 Sanctions, KYC, and AML
While Nexgent AI does not hold user funds or facilitate asset transfers, we reserve the right to implement reasonable verification measures (such as transaction pattern analysis, wallet screening, or IP-based restrictions) to comply with applicable sanctions laws or regulatory guidance.
You agree not to use the Services in any way that would breach Australian law or international sanctions regulations.
4. Risk & Important Notices
By using Nexgent AI, you acknowledge and accept the following risks and limitations associated with the use of blockchain-based systems, AI technology, and experimental tooling.
4.1 Cryptocurrency and Blockchain Risks
The Services rely on public blockchain networks (such as Solana) which are inherently volatile and subject to a range of risks, including but not limited to:
network congestion or downtime;
smart contract vulnerabilities;
governance changes or forks;
failure of third-party infrastructure (e.g. RPC providers, token registries).
We do not control these networks and cannot guarantee the performance, reliability, or security of any blockchain used in connection with the Services.
4.2 AI Limitations
Nexgent AI enables users to deploy AI-powered agents to assist with market research, analysis, and strategy testing. These agents are trained using heuristics, statistical models, and historical blockchain data.
AI outputs may be incomplete, inaccurate, outdated, or subject to bias. You should not rely solely on AI-generated insights or signals to make financial decisions. Nexgent does not guarantee the correctness, performance, or suitability of any agent’s outputs.
4.3 No Financial Advice or Profit Guarantee
The Services are provided for informational and research purposes only. Nothing on the platform constitutes financial, legal, or investment advice. Nexgent AI does not endorse or promote any token, strategy, or trading decision.
We do not guarantee or imply that use of the Services will result in profits or positive outcomes. You are solely responsible for your own decisions and for evaluating the risks of any strategy or analysis performed through the platform.
4.4 Regulatory Uncertainty
The legal and regulatory treatment of digital assets, decentralized services, and AI technologies is evolving rapidly in many jurisdictions. Features of the platform, including $NEXGENT token utility, may be subject to change in response to legal, tax, or regulatory developments.
We do not make any guarantees regarding the legality or availability of the Services in your jurisdiction. It is your responsibility to comply with applicable local laws before using Nexgent AI.
5. Services & Platform Scope
5.1 Nature of Services
Nexgent AI provides tools that allow users to build, configure, and deploy AI-powered agents for the purpose of market research, on-chain analysis, and strategy testing. These agents help surface patterns, monitor blockchain activity, and simulate hypothetical outcomes based on historical and real-time data.
Nexgent does not operate as a broker, exchange, or financial services provider, and the platform does not execute trades on behalf of users. All outputs generated by agents are for informational and analytical purposes only.
5.2 Sandbox Environment
The Nexgent platform includes a sandboxed simulation environment that allows users to test strategies without deploying capital or interacting with live liquidity. All agent outputs, including signals and performance analytics, are generated within this controlled environment and do not represent actual market execution.
Users are solely responsible for any decisions made based on sandbox simulations or agent insights.
5.3 Beta Status and Availability
Nexgent is currently operating in a Beta phase, which means that features, availability, and performance may vary over time. We may limit access to certain features or impose usage restrictions to ensure platform stability and gather user feedback.
While we aim to provide consistent uptime and performance, we do not guarantee uninterrupted access to the Services. Planned maintenance, unexpected outages, or development changes may affect availability. We will make reasonable efforts to notify users of known disruptions in advance where possible.
6. $NEXGENT Token & 30-Day Access Lock
6.1 Token Overview
$NEXGENT is the native utility token of the Nexgent platform, with a fixed supply of 1,000,000,000 tokens. The token is designed to support access control and core platform functionality.
$NEXGENT is not a payment token, security, financial product, or investment vehicle, and does not confer any rights to ownership, dividends, profit-sharing, or voting in Nexgent AI.
6.2 Access Lock Requirement
To access the Nexgent platform and its core features, Users are required to lock 25,000 $NEXGENT tokens in a smart contract for a period of 30 days.
This is not a fee: The tokens remain the property of the User and are fully refundable.
Self-custody: Tokens are locked in a smart contract controlled by the User’s wallet. Only the wallet that initiated the lock can reclaim them.
Full access during lock: Users gain access to agent creation, signal generation, and other core features throughout the 30-day lock period.
Rolling access model: To maintain uninterrupted access, Users must re-lock their tokens at the end of each 30-day cycle.
This access model is designed to limit spam, encourage meaningful usage, and maintain the integrity of the platform as it scales.
6.3 Future Utility and Regulatory Considerations
Additional token utilities (such as staking, reward distribution, or governance participation) may be introduced over time. These features are subject to change based on regulatory developments and will be implemented only where legally permissible.
We encourage Users to review our whitepaper for the most up-to-date information on token mechanics, noting that all forward-looking utilities are indicative and may evolve.
7. Accounts, Wallets & Security
7.1 Self-Custody and Wallet Control
Nexgent AI is a non-custodial platform. We do not hold or manage any private keys, digital assets, or user wallets. You retain full control over your wallet at all times, including any $NEXGENT tokens or assets you interact with via the platform.
Any transactions you initiate through Nexgent are executed by your wallet directly with supported blockchain networks.
7.2 Wallet Connection and Access
Access to the Services may require connecting a supported digital wallet. By connecting your wallet, you authorize the platform to read public blockchain data associated with that address and interact with smart contracts on your behalf (e.g. for access locking).
You are solely responsible for ensuring that you connect a secure and compatible wallet. Nexgent does not support custodial wallets or third-party accounts not under your direct control.
7.3 Responsibility for Credentials and Security
You are responsible for maintaining the security of your devices, wallet credentials, private keys, and seed phrases. You agree not to share your access credentials or sign transactions that could compromise your wallet.
Nexgent is not responsible for any unauthorized access, loss, or damage resulting from compromised devices, phishing attempts, or improper wallet management.
8. Acceptable Use & Prohibited Conduct
You agree to use the Services only for lawful, intended purposes and in accordance with these Terms. You must not engage in any activity that interferes with or disrupts the integrity, security, or accessibility of the Nexgent platform.
8.1 Prohibited Conduct
You must not, directly or indirectly:
Use the Services to violate any applicable law, regulation, or order;
Engage in or facilitate market manipulation, deceptive conduct, or misleading representations in connection with digital assets;
Transmit or deploy malware, viruses, or malicious code;
Attempt to gain unauthorized access to the Services, smart contracts, or other users’ data;
Use bots, automated scripts, or scraping tools to access or extract data from the platform without express permission;
Circumvent, disable, or interfere with security features or access controls;
Upload or transmit content that infringes upon the intellectual property or rights of any third party;
Impersonate another individual, use a wallet not owned or controlled by you, or otherwise misrepresent your identity or affiliation.
8.2 Legal and Regulatory Compliance
You are responsible for complying with all local, national, and international laws and regulations that apply to your use of the Services. This includes, but is not limited to, laws related to data privacy, intellectual property, digital assets, sanctions, and financial regulation.
We reserve the right to suspend or terminate your access to the Services at any time if we reasonably believe you have engaged in any prohibited activity or are in violation of these Terms.
9. Fees & Payments
9.1 Access Lock Only — No Fees
Nexgent does not charge platform fees. Access to the Services is granted through the 30-day access lock mechanism, which requires Users to lock 25,000 $NEXGENT tokens in a smart contract, as outlined in Section 6.
This lock is not a fee. The tokens remain the property of the User and are fully refundable after the 30-day period ends.
9.2 No Refunds
Because Nexgent does not collect or charge fees, we do not process refunds. Users are responsible for managing their token locks and wallet interactions.
We are not liable for any tokens lost due to user error, smart contract misuse, incorrect wallet connections, or other actions outside our control. Gas or transaction fees incurred through blockchain interactions are also the User’s responsibility.
10. Intellectual Property & Licence
10.1 Ownership
All intellectual property rights in the Nexgent platform and Services — including but not limited to the underlying code, smart contracts, algorithms, AI models, user interface, branding, content, visual design, and trademarks — are owned by Nexgent AI or its licensors.
Nothing in these Terms grants you ownership of any intellectual property belonging to Nexgent or any third party.
10.2 Licence to Use the Services
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal, non-commercial use.
You must not:
copy, reproduce, modify, or create derivative works based on the Services;
reverse engineer, decompile, or attempt to extract source code from the platform;
use our branding or trademarks without prior written consent.
This licence terminates immediately if you breach these Terms or misuse the platform.
10.3 User-Generated Content
If you submit, create, or generate content through the Services (such as agent configurations, feedback, data inputs, or analytics), you retain ownership of your content, but grant Nexgent a worldwide, royalty-free, sublicensable licence to use, reproduce, modify, and display such content for the purpose of providing, improving, and marketing the Services.
You represent that any content you submit does not infringe the rights of any third party and does not contain unlawful or harmful material.
11. Third-Party Content & Links
11.1 Use of Third-Party Services
The Nexgent platform may include integrations with or rely on third-party services, tools, and data providers. This may include blockchain oracles, token metadata sources, analytics APIs, wallet connectors, communication platforms (e.g. Discord or Telegram), or other external tools.
These third-party services are not owned or controlled by Nexgent, and your use of them is subject to their respective terms of use and privacy policies.
11.2 No Endorsement or Responsibility
Inclusion of any third-party content, data feed, plugin, or link does not constitute an endorsement, sponsorship, or recommendation by Nexgent. We do not guarantee the accuracy, reliability, availability, or legality of third-party content or services.
You access third-party services at your own risk. Nexgent is not responsible for any damage, loss, or issues arising from your use of or reliance on external platforms.
12. Privacy & Data Handling
12.1 Privacy Policy
Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, store, and protect your personal information. By using the Services, you agree to the practices outlined in that policy.
12.2 Data We Collect
Nexgent AI is a non-custodial platform and does not collect sensitive personal data unless explicitly provided by you (e.g. email for beta access or support). However, in the course of using the Services, we may collect and process the following types of data:
On-chain data, such as connected wallet addresses, transaction history, and token balances;
Usage metrics, including page views, clicks, agent creation patterns, and performance tracking events;
Technical metadata, such as browser type, IP address, device ID, and interaction logs.
This data helps us operate, maintain, secure, and improve the platform.
12.3 Analytics and Third-Party Tools
We may use third-party analytics tools (such as Microsoft Clarity) to monitor platform usage in an anonymized or pseudonymized format. These tools may use cookies or local storage to collect basic technical information.
13. Disclaimers & No Financial Advice
13.1 Informational Use Only
All outputs, signals, and insights generated by Nexgent AI agents are provided for informational and research purposes only. Nothing on the platform constitutes financial, investment, legal, tax, or other professional advice.
Nexgent does not recommend or endorse any digital asset, trading strategy, or decision. You are solely responsible for evaluating any information produced by the platform and for making your own independent decisions.
We strongly encourage you to seek advice from qualified professionals before making financial or investment decisions.
13.2 No Warranty
The Services are provided on an “as-is” and “as-available” basis, without warranties or guarantees of any kind—express, implied, statutory, or otherwise. To the fullest extent permitted by law, we disclaim all warranties, including:
fitness for a particular purpose;
merchantability;
accuracy, reliability, or completeness of any content or AI output;
uninterrupted or error-free access to the platform.
We do not warrant that the Services will be secure, available at all times, or free of bugs, or other harmful components.
14. Limitation of Liability
To the maximum extent permitted by law, Nexgent AI and its affiliates, officers, directors, employees, contractors, and agents will not be liable to you for any loss or damage arising out of or in connection with your use of, or inability to use, the Services — whether in contract, tort (including negligence), statute, or otherwise.
This includes (but is not limited to) any:
indirect, incidental, special, consequential, or punitive damages;
loss of profits, revenue, data, goodwill, business opportunities, or anticipated savings;
errors, omissions, or inaccuracies in any content or agent output;
delays, downtime, blockchain failures, or smart contract vulnerabilities.
14.1 Liability Cap
Where liability cannot be excluded, our total aggregate liability to you for any claim arising out of or in connection with the Services is limited to the greater of:
AUD $100, or
the amount (if any) you have paid us in direct fees in the 12 months preceding the claim (not including token locks, which are not fees).
14.2 Consumer Rights
Nothing in these Terms excludes, restricts, or modifies any rights you may have under the Australian Consumer Law (ACL) or any other applicable law that cannot be lawfully excluded. If the ACL applies, our liability is limited (where permitted) to the resupply of services or the payment of the cost of having those services resupplied.
15. Indemnity
You agree to indemnify, defend, and hold harmless Nexgent AI and their respective affiliates, directors, officers, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
your access to or use of the Services;
your breach or alleged breach of these Terms;
your violation of any applicable law, regulation, or rights of any third party;
your misuse of the platform, including abuse of smart contracts or circumvention of platform protections;
any content or data submitted through your connected wallet or account.
We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses.
16. Suspension & Termination
16.1 Grounds for Suspension or Termination
We may suspend or terminate your access to the Services, in whole or in part, at any time and without liability, if we reasonably believe that:
you have breached these Terms or any applicable law or regulation;
you have engaged in fraudulent, abusive, or harmful activity;
your use of the Services poses a security risk, may cause legal liability, or disrupts platform integrity;
your wallet is linked to a jurisdiction or entity subject to sanctions or regulatory restrictions;
a regulatory authority or law enforcement agency requires us to restrict access;
continued access is technically or commercially unfeasible.
We may also limit or suspend access during maintenance periods, beta program resets, or as part of platform security upgrades.
16.2 Effect of Termination
If your access is terminated:
You may no longer access your agent data, insights, or any platform features.
You retain full control over your wallet and any tokens held, including those locked in access contracts.
Locked tokens remain in the smart contract and may be reclaimed by the wallet that initiated the lock, unless otherwise restricted by law or enforcement action.
Termination does not affect any rights or obligations that have accrued prior to termination.
17. Modifications & Updates to Services
We reserve the right to modify, update, suspend, or discontinue any part of the Services at any time, with or without notice. This includes the right to:
introduce new features or remove existing ones;
change the user interface, functionality, or technical infrastructure of the platform;
upgrade or deprecate smart contracts, APIs, or agent tooling;
transition the platform from Beta to general availability or other release stages.
These changes may affect how you access or use the Services, including agent performance, availability, or compatibility.
Where reasonably possible, we will provide advance notice of major changes via the platform or email (if you have registered one). However, some changes may be made immediately to maintain security, performance, or regulatory compliance.
We are not liable for any losses or impacts resulting from changes to the Services, provided such changes are made in accordance with this section.
18. Force Majeure
18.1 Definition
For the purposes of this clause, Force Majeure refers to any circumstance beyond our reasonable control that occurs without fault or negligence on our part. This includes, without limitation:
acts of God, natural disasters, flood, fire, earthquake, storm, or pandemic;
quarantine or health-related restrictions;
industrial disputes, strikes, lockouts, or boycotts;
war (declared or undeclared), acts of terrorism, civil unrest, or insurrection;
government intervention, regulation, restriction, or prohibition (whether de jure or de facto);
failure of public utilities, internet or telecommunications services; or
failure, congestion, fork, or disruption of any blockchain network or smart contract critical to the operation of the Services.
18.2 Suspension of Obligations
Our obligations under these Terms will be suspended during the time and to the extent that we are prevented from performing those obligations due to a Force Majeure event.
18.3 Limitation of Liability
To the fullest extent permitted by law, we exclude all liability, loss, or claims to the extent that they are caused or contributed to by a Force Majeure event.
19. Governing Law & Dispute Resolution
19.1 Governing Law
These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of laws principles. You agree to submit to the exclusive jurisdiction of the courts of New South Wales for any disputes arising out of or relating to these Terms or your use of the Services.
19.2 Dispute Resolution Process
Before commencing any legal proceedings, you agree to first attempt to resolve any dispute with us in good faith. You may contact us at contact@nexgent.ai to initiate a complaint or raise a concern.
If the dispute is not resolved within 30 days of initial contact, either party may then elect to pursue formal mediation, arbitration, or litigation in accordance with the governing law above.
20. Severability, Assignment & Entire Agreement
20.1 Severability
If any provision of these Terms is found by a competent authority to be invalid or unenforceable, that provision will be modified to reflect, as closely as possible, the original intent, and enforced to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provisions will not be affected.
20.2 Assignment
You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms without restriction.
20.3 Entire Agreement
These Terms, together with our Privacy Policy and any supplemental terms, constitute the entire agreement between you and Nexgent AI in relation to the Services. They replace and supersede any prior agreements, discussions, or understandings (whether oral or written).
20.4 No Waiver
A failure or delay by us to enforce any provision of these Terms will not constitute a waiver of that provision. Any waiver must be made in writing and signed by an authorized representative of Nexgent AI.