Effective Date: October 23, 2025 

 

This document aims to disclose the relevant risks associated with participation in the Builder Center operated by Nexpace (“Company”, “we”, “our”). However, other risks may also apply to the Builder program (the “Builder Program”). Participation in the Builder Program remains entirely at the Builder’s discretion and should be based on thorough research and understanding of the specific risks involved. Builders (“you”, “your”, or “Builder”) must read and fully understand the following statements before using the Builder Center, participating in the Builder Program, integrating APIs, or participating in any related programs. This document applies in addition to, and shall be read together with, the Builder Terms of Use, the MSU API Terms, and any other applicable Company policies or technical requirements for Builders. Any term not defined herein shall have the meaning given to it in the Builder Terms of Use. Builders are strongly encouraged to carefully assess the following risks applicable to the activities involved in their participation in, and/or interaction with other parties through the Builder Center and Builder Program. 

1. General Notice 

Use of the Builder Center, participation in the Builder Program, and integration with the MSU Open API involve operational, technical, and regulatory risks inherent to blockchain and digital services.  

2. Value Fluctuation and Conversion Risks 

2.1 Participation in the Builder Program does not guarantee receipt of any Rewards or Earned NESO settlements. 

2.2 Neither NESO nor NXPC represent securities, investments, or interest-bearing financial assets, and the Company does not guarantee their value, exchange rate, or liquidity. 

2.3 Two distinct forms of payout apply under the Builder Program: Rewards and Earned NESOs, each subject to separate distribution processes and risks as described below: 

(1) Rewards 

• “Rewards” refer to NXPC that may be distributed to eligible Builders based on their contribution to the MSU community in accordance with a pre-determined plan, which sets forth the standards and methods of distribution under the Builder Terms of Use. 

• All Rewards are provided on an “as-is” and “as-available” basis, and no guarantee is made regarding the distribution or continued distribution of any Rewards to any Builder. 

• The Reward distribution plan may be modified or terminated at any time. 

• Once distributed to the registered wallet, the Company has no further control over the tokens and assumes no liability for loss, theft, unauthorized access, transfer failure, value fluctuation, or any other risk or damage thereafter. 

(2) Earned NESO 

• “Earned NESO” refers to NESO accrued through legitimate user transactions conducted via your Synergy App within the MSU Community under the Builder Program. 

• Any transaction or receipt of NESO processed outside the Builder Program or through unauthorized channel or systems will be deemed invalid and may result in restriction, suspension or termination of your participation in the Builder Program. 

• Earned NESO is initially accrued under your Builder account and will be transferred via smart contract to your registered Builder Wallet Address only after:  

• All pre-determined transfer conditions, including but not limited to the validation of transaction data, fraud screening, compliance review, or pending KYC/KYB verification, are met; 

• A valid Transfer Request has been made by you; and 

• At least fourteen (14) days have elapsed since the relevant Earned NESO was received from a user, designed to ensure stable processing and mitigate network congestion. 

• The Company does not, at any time, hold, manage, or control Earned NESO on behalf of the Builder. The Builder is solely responsible for maintaining access to and securing the Builder Wallet Address, including all private keys and log-in credentials. 

• A Transfer Request may be suspended, denied or delayed if:  

• The Builder is found in breach of any applicable Builder Terms, EULA, Review Guidelines, Additional Terms, or relevant laws and regulations (including privacy policy, IP guidance, sanctions, or consumer protection laws); 

• A dispute arises in relation to the Earned NESO in question; or 

• A suspension or restriction is requested by governmental or regulatory authorities. 

• No guarantee is made regarding the timing, completion, or success of any Earned NESO transfer, and no liability shall be assumed for any loss, delay, or failure resulting from blockchain congestion, technical errors, regulatory actions, or any suspension of a Transfer Request in accordance with the Builder Terms of Use. 

• Builders may voluntarily convert Earned NESO into NXPC through Swap function, one of the Builder Infrastructures, after settlement is completed. Conversion from NESO to NXPC may expose Builders to market price volatility, and such conversion shall be executed solely at the Builder’s discretion and risk. 

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3. Technical and Integration Risks 

3.1 Builders are solely responsible for the accurate implementation of integration with the Builder Infrastructure, including but not limited to the MSU Open API, smart contract specifications, and any other related systems.  

3.2 The Builder Infrastructure, including APIs and smart contracts, may be updated, modified, or suspended at any time. Builders are solely responsible for ensuring that their Synergy Apps and related services remain compatible with such updates. 

3.3 Failure to adopt or maintain compatibility with the latest API or smart contract specification may result in delay, suspension, or cancellation of reward distributions or settlements, and any consequences arising therefrom shall be borne solely by the Builder.  

3.4 Builders must maintain stable operation of their Synergy Apps and promptly report any technical vulnerabilities or exploits through responsible disclosure channels (contact_builder@nexpace.io). Builders must not publicly disclose any system weakness before it has been resolved. 

4. Content and Conduct Risks 

4.1 Builders are solely responsible for all content, data, and user interactions generated or distributed through their Synergy Apps or related services within the MSU Community. 

4.2 Content created, displayed, or transmitted by Builders may be subject to legal, regulatory, or community-related scrutiny. Builders must recognize that failure to comply with applicable laws, intellectual property rights, or Company policies may result in suspension of access, delay or cancellation of settlements, or disqualification from the Builder Program. 

4.3 The Company does not pre-screen, endorse, or assume responsibility for any Builder-generated content, including but not limited to information, images, code, data, or user communications. 

4.4 Any liability for claims, damages, or losses arising from Builder-generated content, disputes between Builders and users or third parties, or reputational, financial, or operational harm resulting from such content or off-platform interactions is hereby expressly disclaimed.  

4.5 Content or Synergy Apps deemed to violate applicable terms or pose a risk to platform integrity may be removed or restricted by the Company; however, such actions shall not be construed as the Company’s obligation to monitor or moderate all Builder activity. 

4.6 Builders are encouraged to conduct their own legal and compliance reviews prior to publishing or distributing any content to mitigate risks related to copyright infringement, misinformation, or violations of regional regulations. 

5. Security Risks 

5.1 Builders are solely responsible for maintaining the security and confidentiality of all credentials, including API keys, private keys, and access credentials to the Builder Dashboard. Accordingly, any unauthorized access, loss, or theft of such credentials is solely at the Builder’s risk. 

5.2 The Company will not restore or recover lost private keys or access credentials under any circumstances. 

5.3 Builders must implement appropriate technical and organizational security measures to protect both their own data and user data, including encryption, secure transmission, and compliance with all applicable data protection and privacy regulations. 

5.4 Failure to maintain adequate security measures may result in unauthorized transactions, reward loss, or suspension from the Builder Program.  

5.5 Builders must immediately report any suspected hacking, phishing, or fraudulent activity including but not limited to their API keys or Builder’s accounts. 

5.6 Access to Builder-related services may be temporarily suspended, without prior notice, upon detection of or a reporting regarding a potential security risk to prevent further damage or unauthorized activity.  

5.7 Blockchain-based transactions are irreversible, and any loss resulting from compromised credentials or malicious activity cannot be reversed or compensated. 

6. Regulatory and Compliance Risks 

6.1 Builders must comply with all applicable laws and regulations, and policies, including but not limited to, Digital asset regulations, KYC/KYB obligations, anti-money laundering, counter-terrorism financing, sanctions compliance, consumer protection, and data protection. 

6.2 Participation in the Builder Program may be suspended or terminated, wallet access restricted, or settlements withheld, if required by law, regulatory authorities, or internal compliance procedures. 

6.3 Legal and regulatory changes in any relevant jurisdiction may affect the Builder’s eligibility, settlement terms, or continuity of Builder Program. Such changes may occur without prior notice, and the Company shall not be liable for any resulting impact or loss.  

7. Settlement and Taxation Risks 

(1) Settlement Procedures and Delays  

• All settlements and distributions under the Builder Program are processed in accordance with the Builder Terms of Use.  

• Settlement timing may vary depending on operational, technical, or regulatory circumstances.  

• In cases where payment or settlement cannot be completed on the scheduled date due to public holidays, blockchain congestion, or unavoidable operational issues, the corresponding payment or distribution shall be processed in the next available cycle without incurring any liability.  

• Settlement may be delayed or withheld if additional verification, compliance review, or technical validation is required.  

• Builders will only receive settlement if the total accumulated Earned NESO exceeds the minimum payout threshold.      

(2) No Custody and No Control  

• All settlements and distributions are made exclusively to the registered Builder Wallet Address.  

• The registered wallet address is immutable and cannot be changed for any reason, including in the event of private key loss, compromise, or misuse.  

• The Company does not at any time hold, manage, or control digital assets on behalf of Builders, and shall not be responsible for any transfer failure, technical error, or loss occurring after the assets have been transmitted.  

• Builders are solely responsible for safeguarding their wallet credentials and ensuring access to their own Builder Wallet Address. 

(3) Taxation Responsibilities  

• Builders are solely responsible for reporting, declaring, and paying any applicable taxes arising from their participation in the Builder Program, including but not limited to income, withholding, or digital asset-related taxes.  

• The Company does not provide tax advice, withhold tax amounts, or assume any tax-related obligations on behalf of Builders.  

• Builders should consult independent tax advisors to determine their local tax obligations in connection with any Rewards or settlements received through the Builder Program. 

8.Future Risks and Uncertainty 

8.1 In addition to the risks described above, other unforeseen or undocumented risks may arise in the future that could affect Digital Assets, the blockchain network, the Builder Center, the Builder Program, or related activities.  

8.2 Builders are responsible for carrying out independent research before accessing and engaging with the Builder Center and the Builder Program and staying informed on the evolution of blockchain developments and related constraints, failures, or limitations, among other things.  

8.3 Builders must also understand that the risks outlined in this document are not exhaustive, and that future updates or changes to the Builder Center or the Builder Program may give rise to risks not currently anticipated. 

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