NEXA AI LICENSE AGREEMENT Release Date: August 17, 2025 Copyright © 2025 Nexa AI, Inc., a Delaware corporation with its principal place of business in Cupertino, California, USA. Friendly Summary (not a substitute for the terms below) - You can use, modify, and share our models (and code) for research, evaluation, learning, and personal projects. - Please credit us when your released model is trained or improved using our Outputs (“Built with Nexa” or “Improved using Nexa”). - Business/paid use isn’t covered — reach out for a commercial license. - No warranties; use at your own risk. 0. Purpose This License is designed to be developer-friendly. It enables non-commercial research, experimentation, benchmarking, education, and **personal** use of the Nexa Materials. Commercial use requires a separate written agreement with Nexa. 1. Definitions 1.1 “Nexa Materials” means any models, model weights, parameters (including optimizer states), software, algorithms, documentation, and related artifacts that Nexa makes available under this License. 1.2 “Output” means any result produced by the Nexa Materials (e.g., text, code, images, embeddings, logits, metrics). 1.3 “Source Form” means the preferred form for making modifications (e.g., source code, documentation source, configuration files). 1.4 “Object Form” means any form resulting from mechanical transformation, compilation, or conversion of a Source Form (e.g., binaries, converted weights). 1.5 “Non-Commercial Use” means use that is not intended for direct or indirect commercial advantage or monetary compensation and is not integrated into any paid, revenue-generating, or production service or product. 1.6 “Personal Use” means Non-Commercial Use by a natural person, not acting on behalf of a company or organization. Examples include classwork, portfolio projects, hackathon prototypes, research notebooks, open-source demos, and personal apps that are distributed for free and without monetization. 2. License Grant (Non-Commercial + Personal) Subject to this License, Nexa grants you a non-exclusive, worldwide, non-transferable, royalty-free license to: (a) use, reproduce, and modify the Nexa Materials; and (b) distribute the Nexa Materials and your modifications and derivative works, in each case solely for Non-Commercial Use (including Personal Use). Commercial Use is not permitted under this License. To engage in any Commercial Use, please contact Nexa for a separate license. 3. Redistribution Conditions You may distribute the Nexa Materials or your derivative works for Non-Commercial Use in Source Form or Object Form if you: 3.1 Include a copy of this License with each distribution; 3.2 Clearly mark files you modified, including a brief description and date of change; and 3.3 Retain the following attribution in a NOTICE or equivalent file: “Includes or is derived from Nexa Materials licensed under the Nexa AI Research. © Nexa AI, Inc. All rights reserved.” You may apply additional or different license terms to your own modifications or derivative works as a whole, provided your terms do not grant rights that exceed or conflict with this License with respect to the Nexa Materials. 4. Attribution for Models Built Using Outputs If you use Outputs to train, fine-tune, distill, or otherwise improve a model that you distribute or make available (free or paid), include a clear credit in documentation (e.g., README, model card, product docs) as: “Built with Nexa” or “Improved using Nexa.” For interactive products, a reasonable placement is an About/Credits page or documentation site. 5. Intellectual Property; No Patent License 5.1 Nexa retains all intellectual property rights in the Nexa Materials and in derivatives created by or for Nexa. 5.2 You retain rights in your original modifications and derivative works you create, subject to this License. 5.3 No patent rights are granted by this License, whether by implication, estoppel, or otherwise. 6. Trademarks This License does not grant permission to use Nexa’s names, logos, or trademarks, except for the limited factual attributions required by Section 4 or customary references to the origin of the Nexa Materials. 7. Legal Compliance and Export Controls You must comply with all applicable laws and regulations, including U.S. export control and sanctions laws and any local equivalents, in connection with your access to and use of the Nexa Materials and Outputs. 8. Acceptable Use and Responsibility You are solely responsible for your use of the Nexa Materials and Outputs, including datasets and prompts you supply, and for ensuring compliance with privacy, data protection, security, and other applicable laws. Do not use the Nexa Materials or Outputs to violate rights of others or applicable law. 9. Indemnification To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Nexa and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your use, modification, or distribution of the Nexa Materials or Outputs. 10. Warranty Disclaimer THE NEXA MATERIALS AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEXA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR PERFORMANCE. YOU BEAR ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE NEXA MATERIALS AND OUTPUTS. 11. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THIS LICENSE OR THE NEXA MATERIALS OR OUTPUTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEXA’S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). 12. Defensive Termination If you or any entity you control initiates any legal claim alleging that the Nexa Materials or Outputs infringe your intellectual property rights, this License automatically terminates as of the filing date of such claim. 13. Term and Termination 13.1 This License takes effect when you access the Nexa Materials and continues unless terminated as provided herein. 13.2 Nexa may terminate this License if you breach any of its terms. Upon termination, you must cease all use and distribution of the Nexa Materials and delete all copies under your possession or control. 13.3 Sections 5–16 survive termination. 14. Updates Nexa may provide updates to the Nexa Materials or publish new versions of this License. Updated Nexa Materials will be governed by the license accompanying them. Continued use of updated Nexa Materials constitutes acceptance of the then-current license. 15. Governing Law and Venue This License is governed by the laws of the State of Delaware, excluding its conflicts-of-law rules. 16. Contact Questions about this License or commercial use? Email dev@nexa.ai (or your usual Nexa contact). Attribution Snippet (for NOTICE) “Nexa Materials are licensed under the Nexa AI Research © Nexa AI, Inc., Cupertino, CA, USA. All rights reserved.”