Builder Terms
Effective Date: October 23, 2025
We appreciate your interest in the
Builder program (the “Builder Program”) and look
forward to your submissions of applications, services, or experiences that you,
as a Builder (as defined below), may develop, using MSU IP (as defined below),
MapleStory Universe (“MSU”)’s open APIs and/or other development resources
provided on the Platform (as defined below) (each such submission, a “Synergy
App”) under the Builder Program.
These Builder Terms of Use (these “Builder Terms”) supplement and form part of the Terms of
Service and End User License Agreement (the “EULA”) provided by Nexpace (the
“Company”,
“we”, “our” or “us”). By entering into these Builder Terms, you
acknowledge and agree that you are also bound by the EULA which governs the access to and use
of the platform operated by us, which comprises our websites, mobile applications, forums,
marketplaces, blogs, hubs, tools, protocols, games, interactive software
products and services, and any supporting servers used to deliver our services
(collectively, the “Platform”) and the community which consists of the Platform
and third-party integrations to the Platform (“MSU Community”), including Synergy
App developed and operated by third party developers on the MSU Community (each such developer, a
“Builder”
or “you”), by all Users (as
defined in the EULA). For the avoidance of doubt, please note
that these Builder
Terms and the EULA together constitute a single agreement, and capitalized terms not defined
herein shall have the meanings ascribed to such terms in the EULA. Also, please
note that in order to qualify as a Synergy App, the contents thereof must
comply with these Builder Terms and receive final onboarding approval following
completion of review in a manner designated by us. To
participate in the Builder Program,
you and your Synergy App, as applicable, must comply with these Builder
Terms, MapleStory Universe Open API Terms of Service (the “MSU API Terms”), the
EULA and the Additional Terms. A Builder shall also be a User
subject not only to these Builder Terms, but also the MSU API Terms, the EULA, and MSU API Privacy
Policy. If and to
the extent the EULA, the MSU API Terms, and these Builder Terms all apply to
you, the MSU API Terms shall govern with respect to matters related to the use
of the MSU APIs, these Builder Terms shall govern with respect to matters
specific to the Builder Program, and the EULA shall apply to all other matters,
unless expressly stated otherwise in the relevant terms. In the event of any
conflict or inconsistency between two or more of these documents in relation to
the same subject matter, these Builder Terms shall prevail, followed by the MSU
API Terms, and then the EULA.
By
accessing and using the MSU Community,
you (i) agree to the EULA, these Builder Terms, the MSU API Terms
and the Additional Terms, (ii) affirm that you are at least
nineteen (19) years of age, or the
age of legal majority in your jurisdiction, whichever is higher, and (iii) agree that you will comply
with relevant laws and regulations in your jurisdiction.
You may not access and use the MSU Community
if you (A) do not agree to the EULA, these Builder Terms, the MSU API Terms
and the Additional
Terms, (B) are prohibited from accessing or using the MSU Community under
relevant laws and regulations, (C) are under nineteen (19) years of age or the
age of legal majority in your jurisdiction, whichever is higher, and/or (D) appear on the Office of Foreign
Assets Control (OFAC) of the United States Department of the Treasury’s
Specially Designated Nationals and Blocked Persons List (SDN), the United
States Department of Commerce’s Denied Persons List, or other similar lists (together
with (E) collectively, the “Restricted Parties”); or (E) are a national or
resident of Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Lugansk,
Sudan, Myanmar, Libya or any other country, territory, or jurisdiction
that is embargoed by the United States, the United Arab Emirates
or the United Nations. The list of such
countries, territories, jurisdictions, and Restricted Parties is subject to
change from time to time, and it is your responsibility to ensure that your
access and use of the MSU Community complies with the most current
restrictions.
By accessing and using the MSU Community, you represent and
warrant each time that (i) you are fully able and
competent to enter into the terms, conditions, obligations, affirmations,
representations and warranties set forth in these Builder Terms, the
MSU API
Terms, the EULA, and the
Additional Terms and to abide by and comply with these Builder Terms, the
MSU API
Terms, the EULA, and the
Additional Terms, and (ii) you are not a Prohibited User. We
may
implement controls to restrict your access to the MSU Community in any jurisdiction
from which the use of the MSU Community would be prohibited. You agree to comply
with any such restrictions, regardless of the effectiveness of any control
that’s in place to prevent your use of the MSU Community. You represent and
warrant each time you access and use the MSU Community that you will not access
or use the MSU Community or any of its features in any way that is
prohibited, illegal, or otherwise restricted in your jurisdiction.
These Builder Terms govern a Builder’s development
of Synergy App (any game, digital content, digital asset,
system, code, protocol, application, service, experience),
including
but not limited to a Synergy App of any kind or nature
that Builders develop, upload to, and publish, or otherwise generate or make
available using resources, digital assets or intellectual properties owned by
the Company and/or its affiliates and/or other resources that Builders own or
are licensed to use. Any Builder that has developed Synergy Apps is subject to
these Builder Terms in addition to all other terms and conditions of
the MSU API
Terms,
the EULA
and the Additional Terms.
Please review these Builder Terms,
the MSU API
Terms,
the EULA, and the Additional Terms carefully before using the MSU Community as they set forth a
legally binding agreement between you and the
Company.
If you do not fully understand these Builder Terms, the
MSU API
Terms, the EULA, and/or the
Additional Terms, you should not access and use the MSU Community. We
have
no obligation to continue operating the MSU Community and may change these Builder
Terms,
the MSU API Terms,
the
EULA, and/or the Additional Terms or modify, suspend, or terminate any
features of the MSU Community at any time in our sole discretion with no liability
whatsoever in connection thereto. Any changes to these Builder Terms, the
MSU API
Terms, the EULA, and/or the
Additional Terms shall be effective immediately when we announce them. By continuing to use
the MSU Community, you would be deemed to have
accepted
such changes to these Builder Terms, the MSU API Terms,
the
EULA, and/or the Additional Terms. In the event of termination of these Builder
Terms, the rights and duties of the Company and the Builder to each other will
terminate, provided
that Articles I, II, III, V, XII through XXI, and any other provisions of these Builder
Terms which are meant to survive expiration or termination
will remain in effect unless otherwise prohibited by applicable laws and
regulations.
PLEASE NOTE THAT ARTICLE XII OF THESE BUILDER TERMS
AND ARTICLE XIII OF THE EULA CONTAIN A BINDING DISPUTE RESOLUTION CLAUSE AND
CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH
US.
YOU CONSENT TO ENTER INTO THESE BUILDER
TERMS ELECTRONICALLY AND TO THE STORAGE OF RECORDS
RELATED TO THESE BUILDER TERMS IN ELECTRONIC FORM BY THE
COMPANY.
I.
OWNERSHIP OF SYNERGY APP.
You
may create and make available certain Synergy Apps in accordance with these Builder
Terms. Except as otherwise set forth herein, (i) you would
be deemed as the owner of Synergy Apps created by you at all times and (ii) the
Company and/or any of its affiliates do not claim any ownership rights in your Synergy
Apps. Notwithstanding the foregoing, these Builder Terms apply to
all Synergy Apps you make available on
the MSU Community.
Builders that have made Synergy Apps available for use are solely responsible
for the Synergy Apps they create and make
available on
the MSU Community and agree to bear all
risks associated with the Synergy Apps they create and make
available on
the MSU Community. For the avoidance of
doubt, you are solely responsible for ensuring that any Synergy Apps comply with applicable
laws and third party rights, including any intellectual property rights,
privacy rights, and publicity rights.
Notwithstanding the above, the
Company
and/or any of its affiliates may create and make available its own Synergy Apps over which it will
retain all rights and liabilities.
II.
OWNERSHIP OF MSU IP.
All MSU
IP (as such term is defined under the EULA) is owned by the Company and/or its
affiliates and is protected by applicable copyright laws, trademark laws,
proprietary rights and laws, and other intellectual property rights and laws. The
Company, its affiliates, and/or their licensors, as applicable, own and retain,
solely and exclusively, all rights, title and interest in MSU IP, including but
not limited to any and all copyrights (including the exclusive right to create
derivative works), trademark rights (including those to the MSU Marks, as
defined in the EULA), trade secret rights, patent rights, database rights and
other intellectual property and proprietary rights therein, such as the “look
and feel” (e.g., text, graphics, images, logos, page headers, button icons, URLs,
and scripts) of the MSU Community. All logos and trademarks, service marks,
logos and trade names displayed on or in connection with the MSU Community
are the registered and unregistered trademarks and service marks of the Company
and/or its affiliates. Your use of the MSU Community does not grant you any
ownership over any MSU IP, and except for the limited license we grant you
under these Builder Terms, your use of the MSU Community
does not grant you any license or permission under any copyright, trademark or
other intellectual property rights of the Company, its affiliates or any third
party. We reserve any and all rights not expressly granted to you under these Builder
Terms.
III.
LICENSE TO COMPANY.
For any
Synergy App
that you have created or will create and make available (whether created solely
by you or together with others), you grant as consideration for the right to use
the resources, infrastructures and tools available via MSU Community and
potential earning opportunities associated with such use, whether on-chain,
off-chain or in the form of digital assets, including but not limited to
digital items, characters, tokens used in the MSU
Community, non-fungible tokens (“NFTs”),
fungible tokens (“FTs”), such as NXPC
and
NESO, and any other digital representations
which can be minted into or exchanged into other digital assets (the
“Digital Asset”), to the Company and its affiliates a royalty-free,
perpetual, irrevocable, fully transferable and sub-licensable (including to a
User and to a non-User), non-exclusive, worldwide right and license to use any Synergy
App that you create or make available on the MSU Community in whole or in part
(and any trademarks owned or controlled by you that are associated with and
uploaded by you for use with your Synergy App) on the Platform and in
connection with the MSU Community for any manner and for
any purpose (including but not limited to commercial,
advertising, and promotional purposes) to the greatest extent permitted by
applicable law, including but not limited to the rights to host,
store, transfer, transmit, translate, localize, publicly display, publicly
perform (including by means of digital audio transmissions and on a
through-to-the-audience basis), reproduce (including timed
synchronization to visual images), copy, modify, amend, enhance, publish,
distribute, broadcast, or otherwise communicate to the public, or create
derivative works from or adapt, transform, use or otherwise exploit by any
means whether now known or unknown without any further notice or compensation
(other than that stated above). To the extent permitted
by applicable law, you waive and agree to refrain from exercising any moral
rights of paternity, publication, reputation, integrity, or attribution with
respect to the Company’s and other Users’ use and enjoyment (including the
creation and exploitation of derivative works based on your derivative works of
MSU IP) of the
Synergy App in
connection with the MSU Community. The license granted to the
Company and the above waiver of any applicable moral rights shall survive any termination or
expiration of these Builder Terms to the maximum extent permitted by applicable
laws and regulations.
IV.
LICENSE TO USE MSU COMMUNITY
AND MSU IP.
The
Company grants you a limited, non-exclusive, revocable, non-sublicensable and
non-transferable license to use the MSU Community and
MSU IP solely and exclusively for the creation, operation, update and
maintenance of the Synergy App created by you, and as otherwise set forth in
these Builder Terms. Except as expressly permitted in these Builder Terms or the
EULA, you may not reproduce, distribute, adapt, modify, translate, create
derivative works from, publish, or otherwise use any portion of the MSU Community,
MSU IP or derivative works of MSU IP (regardless of authorship and whether
incorporated into the Synergy App) for any purpose without express prior written
permission from us or the applicable rights holder. Except as expressly
permitted in these Builder Terms or the EULA, any commercial exploitation of the
MSU Community or
MSU IP without express prior permission from the Company or the applicable
rights holder is strictly prohibited. For the avoidance of doubt, Builder shall
be permitted to integrate NFTs or other Digital Assets (including NESO) into
the Synergy App operated by Builder solely for the purpose of operating such
Synergy App, in a manner as permitted under these Builder Terms or any separate
guidelines communicated by the Company, but shall be strictly prohibited from
selling, assigning, or transferring such NFTs or Digital Assets to any third
party without the Company’s prior written approval.
In
the event the Builder assigns or transfers its ownership, rights, or interests
in any Synergy App, including MSU IP, such assignment or transfer shall be
valid only upon the prior written consent of the Company and only if the
Builder has complied with all applicable procedures and requirements prescribed
by the Company. The Builder assigning or transferring such Synergy App shall
cause the assignee or transferee to be bound by these Builder Terms, the MSU
API Terms, the EULA, and the Additional Terms as a condition of such assignment
or transfer. Additionally, you are required to provide advance written notice
to all affected Users within the period required under applicable laws. This
notice must clearly indicate the identity of the new operator, the effective
date of the transfer, and any material changes to the terms of service or
privacy policy applicable to the Synergy App. Where required under applicable
data protection or privacy laws, you must also obtain any necessary consents
from Users, or otherwise ensure that the transfer and subsequent processing of
personal data comply with all applicable legal requirements, including
providing Users with any legally mandated notices or rights.
V.
RIGHT TO MODERATE OR
REMOVE.
The
Company
reserves the right to impose additional eligibility guidelines or other
requirements, as described on a website designated by the
Company
from
time to time
(the “Review Guidelines”) that may limit or restrict your ability to
offer Synergy App. Any such additional eligibility guidelines or other
requirements shall constitute a part of these Builder Terms.
To participate in the Builder
Program,
you must agree to the EULA. The
Company
also reserves the right to review or
audit any or all Synergy App to ensure that they conform to these Builder Terms and/or applicable laws
and regulations, and to, in our sole discretion and without
notice or liability, suspend, disable, remove or restrict access to any Synergy
App and to take any other action deemed appropriate under applicable laws and
available remedies. For the avoidance of doubt, to
the maximum extent permitted by applicable laws and regulations, the
Company
and/or any of its affiliates will not be responsible or liable for any removal
of or restriction of access to (or the failure to remove or
restrict access to) any Synergy App.
In
addition, the Company reserves the right, at any time and in its sole
discretion, to amend, modify, or update any aspect of the Builder
Program, including without limitation its
scope, features, participation requirements, rewards, fee-related terms,
monetization terms, and any other applicable terms and conditions, upon prior
notice to the Builder. Such amendments, modifications, or updates shall become
effective as of the date specified in the notice and shall form an integral
part of these Builder Terms.
VI.
PROHIBITED ACTIVITIES.
As
a Builder, you agree not to engage in any of the following activities:
Rent, lease, sell, redistribute,
or sublicense any of Synergy App except as expressly permitted under these Builder
Terms or the EULA
Decompile, disassemble, publicly
implement or exhibit, reverse engineer, copy, transfer, modify, redistribute
for commercial purposes, make changes to, or create derivative works based on any
MSU IP, including but not limited to the MSU IP made available through the MSU
Community, except as permitted under these Builder Terms
Transmit any material or content
that is pornographic, malicious, harmful, defamatory, violent, or illegal
Intentionally circumvent the
protective measures that have been implemented by the Company and/or any of its
affiliates
Decompile, disassemble, reverse
engineer, decipher, or make changes to all or part of our source code, or
otherwise attempt to access our source code in an unauthorized manner
Use any aspects of the MSU
Community for purposes other than those for which they were designed, and for
purposes outside operation of the Synergy App within the MSU Community
Access and use any Synergy App
not developed by you
Sell or resell NFTs generated
through the Platform, or Digital Assets (either the actual merchandise, or any
products derived therefrom)
Interfere with the normal and
smooth operation of the Platform by imposing excessive load on the server or
other components of the Platform, making excessive requests beyond the scope of
legitimate exercise of the rights hereunder, or engaging in any other similar
activities
Illicitly collect or use other
people’s personal information and other information concerning their privacy,
as well as passwords and other private information, or publicly release or
otherwise disclose such information to third parties
Upload or transmit contents
involving illegality, such as piracy, criminal activity, terrorism, obscenity,
child pornography, gambling and illegal drug use
Upload or transmit cruel or
hateful content that could harm, harass, promote or condone violence against,
or that is primarily intended to incite hatred of, animals, or individuals or
groups based on race or ethnic origin, religion, nationality, disability,
gender, age, veteran status, or sexual orientation/gender identity
Upload or transmit content that
breaches the API Privacy Policy or applicable data privacy laws
Engage in any other conduct that
is separately communicated by the Company from time to time as being prohibited
VII. REWARDS.
1.
Distribution of Rewards to Builders.
Digital Assets, including NXPC (in this context, “Rewards”) may be distributed
to you based on your contributions or through MSU Community or any commercial
activity carried out therein in accordance with a pre-determined plan setting
forth, among other things, the standards and methods for distribution of
Rewards and these Builder Terms.
Participating in the Builder Program
or providing Synergy App within the MSU Community does not guarantee that you
are eligible to and will receive Rewards. When you participate in the Builder
Program and operate Synergy App, the
Company will first determine in its sole discretion whether you meet the
eligibility requirements and provide Rewards only upon its determination that
the applicable eligibility criteria have been satisfied. The Reward plan may be
modified or terminated by the Company at any time with reasonable prior notice (including by posting such
notice on the MSU Community
in our sole discretion). The Company shall not bear any obligation to any Builder
arising out of such modification or termination. For the avoidance of doubt,
all Rewards will be distributed on a complimentary “as-is” and “as-available”
basis in accordance with the then-effective Reward plan, and the Company will,
in no event, be obligated to provide Rewards to the Builder, nor will the Builder
have the right to receive Rewards from the Company. Please refer to the EULA
for details with respect to the risks associated with Digital Asset and
fluctuations in value thereof.
2.
Builder’s Use of Rewards.
Any Reward that may be distributed to the Builder may be subject to usage
restrictions pursuant to the Reward plan, which may include, but is not limited
to, permitting such Rewards to be distributed to Users through Synergy Apps
only in the form of NESO. Rewards shall be distributed (i) through the means designated by the Company and (ii) in
accordance with the Reward plan and (if any) standards
set forth in relevant laws or regulations. Rewards shall only be distributed to
the relevant Builder in the event (x) the distribution is made pursuant to the
Reward distribution standards, (y) no violation of applicable policies, abuse,
or other fraudulent conduct has been identified in relation to the Builder or
the Synergy App. The Builder shall not, and shall not be deemed to, hold any
right to any Reward prior to the aforementioned approval from the Company. You
understand and acknowledge that before you receive the corresponding amount of
the Rewards to your wallet address, you do not hold any rights with respect to
any Rewards.
3.
Conditions to Rewards.
Any Rewards distributed to the Builder may be subject to the usage and transfer
restrictions (which may include prohibition on transfer, swap, or other
transactions for purposes other than distribution of Rewards by Builder to the
User of the Synergy App created by the said Builder) in accordance with any
applicable laws and regulations and the then-effective Builder Reward details or
any other terms or conditions which may be imposed at our sole discretion. The
Company reserves the right to seize, detain, or otherwise confiscate any
Rewards distributed to the Builder at any time in the event (i) the Company deems, in its sole discretion, that the Builder
is in breach or violation of these Builder Terms, the MSU API Terms,
the EULA, Review Guidelines, the Additional Terms, any terms specifically
imposed by the Company, or any applicable laws or regulations, including among
others, privacy laws, intellectual property laws, consumer protection laws,
sanctions-related laws, or criminal laws; (ii) any dispute arises in relation
to such Rewards and/or (iii) a request is made by any government authorities,
courts, or any other regulatory agencies to seize, detain, or otherwise
confiscate the relevant Rewards. The Company and/or any of its affiliates will
not in any way be liable for any such seizure, detention, or confiscation of
Rewards.
4.
Modification and
Termination of Rewards Feature. The
Company reserves the right any time in its sole discretion to (i) modify, amend, or cancel the Rewards feature, (ii) add,
remove, or modify the eligibility requirements for Rewards and/or (iii) change
the details of the Rewards. The existence of the Rewards feature today in no
way creates an obligation for the Company to maintain the Rewards feature in
the future, nor does it guarantee that NXPC will be eligible for Rewards in the
future. The Company reserves the right to review activities on the relevant
Builders’ accounts to verify the NXPC balances, and to deny payment to any
Builder that the Company determines in its sole discretion has violated the
terms or the basics of the Rewards feature.
VIII. EARNED
NESO.
1.
Accrual and Ownership of
Earned NESO. All transactions with Users in
connection with your operation of Synergy Apps shall be settled exclusively in
NESO and conducted solely through the methods designated or provided by the
Company. You must
at all times comply with all applicable procedures, requirements, guidelines,
and policies of the Company, as well as all relevant contractual, legal, and
regulatory obligations. The Company may, in its sole discretion, modify,
suspend, or discontinue any such methods at any time without prior notice. Any
transaction involving NESO that is processed, received, or conducted through
any method other than those designated or provided by the Company will be
deemed invalid and may result in the suspension or termination of your
eligibility to participate in the Builder Program, without prejudice to any
other rights or remedies available to the Company.
The amount of NESO received
from Users by operating the Synergy App you have created and made available on
the MSU Community via the Builder Program (“Earned NESO”) shall initially be accrued
under your account, and subsequently transferred to your wallet address
associated with the Builder Program (the “Builder Wallet Address”) via smart
contract once the pre-determined conditions for transfer have been met and transfer
request (the “Transfer Request”) has been made by you. The Company does not at
any time hold, manage, or control any Earned NESO on behalf of the Builder.
Accordingly, you shall be solely responsible for managing access to your Builder
Wallet Address, including safeguarding any private keys or credentials. The
Builder Wallet Address shall be immutable and may not be changed under any
circumstances, including in the event of loss, compromise, or misuse of the
Builder’s private key. This is to ensure that the Company does not exercise
control over the Builder’s assets.
2.
Eligibility for Transfer
Request. Earned NESO, which would be eligible
for Transfer Request, consists only of the NESO you have earned through the Builder
Program from Synergy App that you created in complete compliance with any
applicable laws and regulations, these Builder Terms, the MSU API Terms, the
EULA, the Additional Terms, Review Guidelines, and any other terms that may be
imposed by the Company. NESO that you may receive from a third party in
exchange for ownership of the Synergy App you have created and made available
through the MSU Community will not be considered as the Earned NESO. This means
that NESO acquired in any manner other than through the Synergy App you create,
such as NESO obtained from a referral bonus, or trading/selling Synergy App
created by others, would not be considered as the Earned NESO and therefore would
not be subject to this provision.
A Transfer Request may
only be made after at least fourteen (14) days have passed since the Builder
received the Earned NESO from a User (the “Minimum Period”), a period required
to help reduce network congestion and ensure efficient transfer processing. Notwithstanding
whether the Minimum Period has elapsed, no Transfer Request shall be processed
in the event that (i) the Company determines, in its
sole reasonable discretion, that the Builder is in breach or violation of these
Builder Terms, the EULA, Review Guidelines, the Additional Terms, any terms
specifically imposed by the Company, or any applicable laws or regulations,
including without limitation privacy laws, intellectual property laws,
sanctions-related laws, consumer protection laws or criminal laws; (ii) any
dispute arises in relation to such Earned NESO and/or (iii) a request is made
by any government authorities, courts or any other regulatory agencies to
suspend or restrict relevant Earned NESO. The Company and/or any of its
affiliates will not in any way be liable for any failure to process a Transfer
Request under such circumstances.
IX.
SYNERGY APP
GUIDELINES.
With regard to all of the Synergy App which you create and make
available through
the MSU Community, you agree to make the Synergy App guidelines
for such Synergy App available online and provide the
Company
with a valid access source (such as URL, etc.) for the Synergy App guidelines. You are solely
responsible for ensuring that the URL provided to the Company and the Synergy
App guidelines published at that URL remain accessible and up to date, and for
notifying the
Users
of any modifications to the Synergy App guidelines for any Synergy App
you create and make available through the MSU Community.
X.
TERMINATION
1.
You may terminate these
Builder Terms and your participation in the Builder Program at any time by
providing the Company with at least thirty (30) days’ prior written notice to contact_builder@nexpace.io.
Such notice shall clearly state your intent to terminate and the effective date
of termination.
2.
The Company reserves the
right, in its sole discretion and at any time, to suspend, terminate, or delete
your account, and take any other action it deems necessary, including
suspending the operation of any Synergy App, if it has determined that you have
violated any applicable laws and regulations, applicable government policies,
provision of these Builder Terms, the EULA, the MSU API Terms, or any other
applicable policy.
3.
Termination shall not
relieve you of any obligations or liabilities that have accrued prior to the
effective date, including without limitation your obligations under these
Builder Terms, the EULA, and any other applicable terms, nor shall it prejudice
any rights or remedies of the Company that have arisen prior to such
termination. Upon termination, all your rights and licenses under these Builder
Terms shall be extinguished, but you shall remain responsible for all
liabilities and obligations, including those owned to Users in accordance with
applicable laws and your own terms and policies that have accrued prior to the
termination. Also, upon such termination, your participation in the Builder
Program shall immediately cease, and the Company shall have no further
obligation in connection with your participation in the Builder
Program. For the avoidance of doubt, the
Company has no responsibility or obligation towards any Users in connection
with your Synergy App or related services. Upon termination, you shall
immediately discontinue the use of the Trademarks. Any outstanding amount of
NXPC rewards or Earned NESO payable to you at the time of termination shall be
paid according to the relevant conditions, including as set forth in these
Builder Terms; provided, however, that in the event of termination due to your
fault (whether through negligence or willful misconduct),
the Company reserves the right to restrict, to the fullest extent permitted
under applicable laws and regulations, your receipt of NXPC/NESO including, for
example, through cancelling the planned payment thereof.
XI.
SUPPORT;
ASSISTANCE.
You are solely responsible
for providing support and maintenance services to the Users with respect to any
Synergy App you create and make available on the MSU Community. Subject to these Builder
Terms, you may provide such support and maintenance in accordance with your own
terms, policies and procedures, including without limitation in exchange for
additional fees. You agree to (a) work with the Company
and Users to resolve any issues in connection with these Builder Terms;
(b) update your Synergy App to maintain adequate security and technical
features and ensure that the contents of your Synergy App
comply with the Company’s
latest technical and security updates and best practices; (c) assist the
Company upon
request to
comply with
applicable
legal
requirements, such as removing a particular content that has been
accused of violating copyright laws; and (d) provide Users of your Synergy App
with prior written notice, at least for the minimum period required under
applicable laws, before any termination, suspension, or material change to the
service (including, without limitation, any change of operator or transfer of
the Synergy App), and comply with all related obligations under applicable
laws, regulations, and these Builder Terms.
XII. DISPUTE RESOLUTION.
1.
Disputes between Builder
and User. You agree that you will timely respond
to any requests for support related to any Users of Synergy App you create and make
available, and to work with any Users who have used or purchased any products
or services, associated with such Synergy App and our support personnel to
resolve any disputes relating to the Synergy App you make available. You also
agree that you shall bear the sole and complete responsibility in connection
with any contracts entered into with Users or any products, services, information,
or communications provided to the Users. The Company is not responsible for any
disputes between you and any User or other third party and may at our sole
discretion assist in the resolution of any such disputes between you and a User.
The Builder shall bear the sole and complete responsibility in connection with
any disputes between the Builder and a User.
If the
Company reasonably
determines that operation of a particular Synergy App which you create and make
available is fraudulent
or otherwise violates
the policies and procedures of the
Company,
or if the Company observes that you have routinely failed to respond
appropriately to requests for support or assistance with dispute resolution, the
Company may
in its sole reasonable discretion: (a) suspend your account opened with the
Company;
(b) suspend or remove the applicable Synergy App from the MSU Community; and/or (c) take any other
appropriate measures deemed necessary. Except as provided herein, you are
solely responsible for determining and publishing the terms and conditions
under which you will provide refunds to the Users of your Synergy App,
and for providing such refunds in accordance with such terms and conditions. For
the avoidance of doubt, nothing in these Builder Terms shall be construed to
grant either the Builder or the User the right to request any refunds from the
Company, and the Company shall have no obligation to provide any such refunds
under any circumstances.
2. Infringement-related
Disputes between Builders. You are prohibited from unauthorized copying,
using, or otherwise infringing upon the copyright or any other intellectual property
rights regarding any original and proprietary material, feature or component of
a Synergy App created by another User or Builder. A User or Builder who has
created and made available to the MSU Community any Synergy App and believes
that another User or Builder has improperly and without authorization copied, used,
or otherwise infringed upon the materials used for the relevant Synergy App in
violation of the terms of the Company, including these Builder Terms, may file
a complaint by sending an email to terms_policy@nexpace.io with the
subject line “Builder-to-Builder Copying Complaint” and enclosing in such email
(i) the information on original materials used for Synergy
App, (ii) the information on suspected infringement and (iii) any other
relevant information. Upon receipt of such complaint, the Company may take
interim measures, at its sole discretion, to reduce disruption and protect the
integrity of the MSU Community. Such measures may include, without limitation,
temporarily disabling access to the allegedly infringing content or the Synergy
App, or suspending the relevant Builder’s or User’s account pending resolution
between the parties. However, the Company does not review or adjudicate
intellectual property disputes and makes no determination as to whether
infringement has occurred. It is the sole responsibility of the Builders
involved to resolve the dispute, including by pursuing formal legal proceedings
or settlement if necessary. Once the parties notify the Company that the
dispute has been resolved, or upon the Company’s reasonable determination that
sufficient time and opportunity has been provided for resolution, the Company
may lift any interim measures in its discretion. If a Builder disagrees with an
interim measure imposed, the Builder may submit an appeal by requesting an
“Appeal Form” via email to terms_policy@nexpace.io with the
subject line “Request for Appeal Form.” The Company will consider such appeal
solely in relation to the administrative actions taken within the MSU
Community. Any decision made by the Company in relation to such appeal will be
final and binding. Repeated, unfounded, or bad-faith complaints may result in
disciplinary action, including suspension of the complainant’s account.
3. Third Party Infringement Claims
Against Builders. You
must comply with all copyright laws and other relevant laws when creating a
Synergy App and must not contradict good morals and other social order. You are
prohibited from infringing upon any third party rights including but not
limited to copyright, any other intellectual property rights, and rights
regarding privacy, voice, portrait, and publicity. A User or third party who
believes that a Builder has improperly and without authorization copied, used,
or otherwise infringed upon the rights of a third party in violation of
applicable laws and/or the terms of the Company, including these Builder Terms,
may file a complaint by sending an email to terms_policy@nexpace.io
with the subject
line “Third Party Rights Infringement Claim” and enclosing in such email (i) the information on the relevant Synergy App, (ii) the
information on suspected infringement, (iii) the information regarding the
third party whose rights are alleged to have been infringed, and (iv) any other
relevant information. Upon receipt of such complaint, the Company may take
interim measures, at its sole discretion, to reduce disruption and protect the
integrity of the MSU Community. Such measures may include, without limitation,
temporarily disabling access to the allegedly infringing content or the Synergy
App, or suspending the relevant Builder’s account pending resolution between
the parties. However, the Company does not review or adjudicate third party
claims and makes no determination as to whether infringement has occurred. The
Company does not assume any responsibility as intermediary or mediator among
the Builder, third party, and/or User involved in the dispute and makes no
representation whatsoever as to whether, and to which extent, if any, it will
facilitate communication between or provide any information regarding the claim
to any parties involved in the dispute. It is the sole responsibility of the
Builders involved to resolve the dispute, including by pursuing formal legal
proceedings or settlement if necessary. Once the parties notify the Company
that the dispute has been resolved, or upon the Company’s reasonable
determination that sufficient time and opportunity has been provided for resolution,
the Company may lift any interim measures in its discretion. If a Builder
disagrees with an interim measure imposed, the Builder may submit an appeal by
requesting an “Appeal Form” via email to terms_policy@nexpace.io with the subject line “Request for
Appeal Form.” The Company will consider such appeal solely in relation to the
administrative actions taken within the MSU Community. Any decision made by the
Company in relation to such appeal will be final and binding. The Company
reserves the discretion to determine whether it responds to third party
complaints. Repeated, unfounded, or bad-faith complaints may result in
disciplinary action, including suspension of the complainant’s account, or
other legal remedies available to Company.
4. Disputes between
Builder and the Company. Except as otherwise permitted in these Builder
Terms, you agree that any disputes, claim or controversy you may have with the
Company arising out of or in connection with these Builder Terms will be
governed and resolved through the dispute resolution process outlined in Article
XIII of the EULA.
XIII. TRANSACTION WITH USERS AND FEES.
When you and a User engage in any transaction
on the MSU Community, the Company is
entitled to certain fees calculated based on the total amount of NESO exchanged
in such transaction. The amounts or percentage of such fees shall be notified
and agreed before each Builder provides Synergy Apps through the Builder
Program
and may be amended from time to time by the Company in its sole discretion,
provided that any such changes will not be effective until after the Company has
provided reasonable prior notice of such changes via the MSU Community website, email or
other reasonable means of communication. Notwithstanding the foregoing, if the
Company enters into an agreement with the Builder which separately sets forth a
fee arrangement, such arrangement shall take precedence over any other fee
arrangements, and any change to such arrangement shall be notified by the
Company to the Builder prior to such change being applicable. Your continued
use of the MSU Community beyond the effective
date of such change shall be deemed as your consent to such changes.
XIV. ACKNOWLEDGEMENTS AND
FURTHER AGREEMENTS.
As a Builder on the MSU Community, you further
acknowledge and agree to the following:
i.
Your participation in the Builder Program and any
contributions to the MSU Community, including the development and operation of
Synergy Apps, are entirely voluntary and do not constitute an investment, a
financial product, an employment relationship, or a joint venture with the
Company. You represent and warrant that such participation does not violate any
other agreement or legal obligation to which you are bound. You are solely
responsible for all risks, costs, expenses, and obligations arising from your
participation, as well as any liabilities relating to the development,
operation, distribution, or use of your Synergy App. The Company does not
provide, and has no obligation to provide, legal, financial, tax, or other
professional advice in connection with your participation.
ii.
The Company does not market, advertise, promote, or
otherwise endorse itself or any of its products or services through any Synergy
Apps developed by a Builder. You shall ensure that your Synergy App, and any
related materials or activities, are not construed or interpreted as marketing,
advertising, promoting, or endorsing the Company or any of its products or
services, without the Company’s prior written consent.
iii.
You must maintain a valid Builder account for the
purpose of receiving Rewards or Earned NESO under the Builder Program. If you
delete your account or fail to maintain an account linked to the Builder
Program, you will not be able to receive Rewards or Earned NESO. The Company
shall not be liable for any losses arising from your failure to safeguard your
account credentials, wallet addresses, private keys, passwords, seed phrases,
or other access credentials, or from any unauthorized access to your account.
- The
provision of any Rewards or Earned NESO is subject to your continued
compliance with all applicable terms and conditions. The Company may be
unable to provide Rewards to any individual or entity subject to
restrictions under the EULA, applicable laws, regulations, sanctions, or
the Company’s internal policies, including, without limitation, those
defined as “Prohibited Users” in the EULA. Your eligibility to participate
in the Builder Program, to receive Rewards, and to operate any Synergy App
may be reviewed and determined by the Company at any time and from time to
time.
v.
You shall ensure that your Synergy App does not
provide, and you shall not otherwise make available, any services or content to
(x) any User who is at least nineteen (19) years of age, or the age of legal
majority in your jurisdiction, whichever is higher, and to (y) any User located
in any jurisdiction where such provision is prohibited by applicable laws or
regulations, including but not limited to the Restricted Parties. You shall, in
all respects, ensure that your Synergy App, and all related features,
functions, and activities, comply with all applicable laws and regulations. You
are solely responsible for determining, verifying, and ensuring compliance with
such restrictions, and the Company shall have no obligation to monitor, verify,
or ensure your compliance, and disclaims any and all liability arising from
your failure to comply with the foregoing.
vi.
If your Synergy App collects, uses, stores, or
otherwise processes any personally identifiable information of Users, you shall
be solely responsible for ensuring that such processing complies in all
respects with applicable data protection and privacy laws and regulations. Such
compliance shall include, without limitation, maintaining and publicly posting
a clear and comprehensive privacy policy, obtaining all legally required
consents, providing appropriate notices, implementing adequate technical and organizational
security measures, and complying with requirements relating to cross-border
data transfers and user rights. The Company does not monitor, control, or
assume any responsibility for the data practices of any Builder or the
operation of any Synergy App and shall not be liable for any access, use,
disclosure, or breach of such data.
vii.
The Company does not control, and makes no
representation, warranty, or guarantee regarding, the market price, perceived
value, or any other valuation of NXPC or NESO, and shall have no liability for
any fluctuations thereof. The Company reserves the right, in its sole
discretion, to modify, suspend, or terminate the Builder Program, your
eligibility to participate, or the availability of any Synergy App in the MSU
Community at any time without prior notice.
viii.
As a Builder, you may use any MSU infrastructure
provided through the MSU Community, including without limitation Reactor, Swap,
Warp, and Marketplace, solely for the purpose of developing, operating, and
maintaining Synergy Apps. You are solely responsible for determining,
verifying, and ensuring that your use of such infrastructure complies with all
applicable laws and regulations.
The Company
shall have no obligation to monitor, verify, or ensure such compliance, and
disclaims any and all liability arising from or relating to your use of such
infrastructure. Your use of the MSU infrastructure, as well as any use of other
Synergy Apps in your capacity as a User shall be governed by and subject to the
EULA.
ix.
To participate in the
Builder Program, you may be required to comply with relevant protocols,
including know your customer (“KYC”) and know your business (“KYB”)
verifications for identity verification and fraud prevention. Registration for the Builder Program will be
denied, or your use of part or all of the functions of the Platform,
including the Builder Program, may be restricted, if you fail to satisfy
the eligibility review, including, without limitation, the required identity
verification conducted during account creation or application review.
Furthermore, if your verified status is not properly maintained through ongoing
monitoring, or is determined to be inaccurate, the receipt of Digital Assets,
including but not limited to Earned NESO and Rewards, may be delayed,
suspended, or cancelled.
XV.
Third-Party Providers.
The
Company and/or any of its affiliates shall not be liable for the act or
omission of any third party which may provide you with services or information
in connection with your use of the features available on the MSU
Community,
such as mainnet related explorer, or bridge/smart
contracts operated by a third party service provider. Further, the Company
and/or any of its affiliates will not be liable for any damage you may suffer
as a result of your transactions or any other interaction with any such third
parties. Your use of, or interaction with, any product, service, information or
communication provided by any third party is at your own risk, and is subject
to the relevant third party’s terms and conditions.
XVI. Taxes.
All taxes
arising from your participation in the Builder Program and any transactions
between you and Users, including but not limited to taxes on Rewards and Earned
NESO, shall be your sole responsibility. You are responsible for calculating
and paying any and all Taxes (as such term is defined under the EULA) owed or
required to be collected in connection with any transaction related to your
Synergy App or Rewards, including, without limitation, sales, use, excise,
import, export, value added, withholding, or other similar taxes and duties.
The Company considers Rewards to be payments for the services you have provided
and has no responsibility to determine whether any such Taxes or duties apply,
to pay such Taxes or duties, or to report any related information to any third
party. You shall comply with all applicable tax and regulatory reporting
obligations relating to such participation or transactions, including, without
limitation, obligations relating to the distribution of Rewards or the transfer
or receipt of Earned NESO, and are responsible for ensuring that all payments
received are reported to the proper taxing authorities.
XVII.
BUILDER REPRESENTATIONS AND WARRANTIES.
You represent and warrant that (a) you
are the creator and owner of, or have obtained all licenses, rights, consents,
and permissions necessary to provide and to authorize the Company and/or any of its affiliates to reproduce,
distribute, create derivative works of, publicly display, publicly perform,
sell, offer for sale, import, export, and otherwise fully exploit the Synergy
App you create and make available in accordance with the licenses that you
grant to the Company and/or any of its affiliates hereunder; (b) such Synergy
App, and the provision and use of such Synergy App as contemplated by these Builder
Terms, does not and will not: (i) infringe, violate,
or misappropriate any third-party right, including any copyright, trademark,
patent, trade secret, moral right, privacy right, right of publicity, or any
other intellectual property or proprietary right; (ii) slander, defame, libel, or
invade the privacy, publicity or other rights of any person; (iii) contain any
viruses, adware, spyware, back-doors, time bombs, drop dead devices, worms, trojans,
or other malicious code, content, or files that allow you or any third party to
circumvent any security features of the MSU Community (including without
limitation any privacy settings) or obtain unauthorized
access to any computer or other device; or (iv) cause the Company or any user
of such Synergy App to violate any law or regulation in all countries where
Synergy App is provided; (c) you shall not use any Earned NESO, Rewards, or
other Digital Assets obtained through participation in the Builder Program for
any unlawful, fraudulent, or otherwise prohibited purpose, or in any manner
that violates applicable laws, regulations, or these Builder Terms; and (d) you
have obtained legal advice confirming that Synergy App, including its content,
operation, and any products or services provided through or in connection with
it, does not violate any laws or regulations of any country where Synergy App
is provided. If the Company suspects that any aspect of the Builder’s
activities, the Builder’s Synergy App, or any related products or services has
violated any representation or warranty set forth herein, the Company may, in
its sole discretion, require the Builder to procure a legal opinion prepared by
a duly licensed attorney in relevant country in connection with the fact that
the Synergy App (and key services thereof) has been designed in compliance with
the laws and regulations of the country in which the Synergy App is provided.
If, despite the Company’s request, the Builder fails to provide a legal opinion,
or in the event the Company decides that a legal opinion procured by the
Builder fails to clearly indicate the Synergy App’s compliance with relevant
laws and regulations, the Company may suspend or block the Synergy App, and
take other measures as set forth in these Builder Terms, including suspension
of Rewards, use or transfer of Earned NESO and termination of relevant
contracts. (e) If you are submitting a Synergy App on behalf of a legal entity,
you further represent and warrant that: (i) such legal
entity is duly organized and validly existing, and in good standing under the
laws of its jurisdiction, (ii) these Builder Terms are binding on such entity,
(iii) you are a duly authorized to agree to the application of these Builder
Terms on behalf of such entity, and (iv) you have completed all necessary
internal procedures and approvals required by such legal entity.
YOU FURTHER REPRESENT
AND WARRANT THAT YOU SHALL NOT USE THE MSU COMMUNITY, THE BUILDER PROGRAM, OR
ANY SYNERGY APPS, NOR ANY DIGITAL ASSETS, INCLUDING WITHOUT LIMITATION EARNED
NESO, REWARDS, OR ANY OTHER PROCEEDS OBTAINED THEREFROM, FOR ANY UNLAWFUL PURPOSE,
INCLUDING BUT NOT LIMITED TO MONEY LAUNDERING, TERRORIST FINANCING, OR ENGAGING
WITH SANCTIONED OR EMBARGOED JURISDICTIONS, ENTITIES, OR PERSONS.
XVIII.
Team.
Builders
may participate in the Builder Program either individually, as a legal entity
or in collaboration with others as a team (each, a “Team”) to create and
operate Synergy Apps together. For the purpose of these Builder Terms, the
individual who created and actually owns the Builder account hereunder shall be
the “Team Leader”, and other participating individuals shall be the “Team
Members.” By joining a Team, each Team Member grants the Team Leader the sole
and exclusive authority to act on behalf of the Team in all dealings with the
Company.
When
participating as a Team, only the Team Leader shall be deemed the contracting
party under these Builder Terms. While Team Members may contribute to the
Synergy App, they are not considered contracting parties vis-à-vis the Company.
By
participating in the Builder Program as a member of a Team, you acknowledge and
agree to the following:
- Any reference to “you” or “Builder”
under these Builder Terms shall mean the Team Leader.
- The Company will make all payments
under these Terms solely to the account registered by the Team Leader.
Team Members agree that their sole remedy in the event of a payment
dispute is to seek recovery of such payment from the Team Leader, and
waive any claims against the Company regarding payments made to the Team
Leader.
- The Company does not provide any advice
or opinion on how a Team chooses to distribute any Earned NESO, Rewards,
or other proceeds among its members. Such arrangements shall be determined
solely by the members themselves. The Team Leader remains solely
responsible for ensuring compliance with all applicable laws and
regulations, including, without limitation, labor and employment laws in each jurisdiction where Team
Members reside, as well as applicable sanctions, export control
laws, and other regulatory requirements.
- All right and obligations under these
Builder Terms arise solely from the Team Leader’s relationship with the
Company. Team members may enter separate agreements regarding activities
related to the Builder Program, payments, Synergy Apps, or the Team
Leader’s authority, but the relationship between the Team Leader and the
Team Members shall be determined by the members themselves, and the
Company shall not be a party to and will not be bound by any agreement
among or between the members of the Team, nor involved or responsible for
same.
- While Team Members may contribute to
the Synergy App, they hold no direct rights or obligations hereunder. The
Company shall have no obligation or liability whatsoever to Team Members,
and any rights, obligations or arrangements among the Team shall be solely
a matter between them.
For
the avoidance of doubt, when participating in the Builder Program as an
individual Builder or as a legal entity (i.e., not joining as a Team Member
under the Team), such Builder shall be deemed the contracting party under these
Builder Terms, shall bear full responsibility for its own acts, obligations,
and compliance, and all terms and obligations under these Builder Terms shall
apply directly to such Builder.
XIX. DISCLAIMERS; LIMITATION OF LIABILITY.
Article
XI
of the EULA shall be incorporated herein by reference, provided that in the
event of any inconsistency between these Builder Terms and Article XI of the
EULA, Article XIX of these Builder Terms shall prevail.
IF
YOU ARE DISSATISFIED WITH ANY PORTION OF THE MSU COMMUNITY, OR WITH ANY OF THE
TERMS OF THE APPLICABLE AGREEMENTS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO
DISCONTINUE USING THE MSU COMMUNITY. THE MAXIMUM AGGREGATE LIABILITY OF EACH OF THE RELATED PARTIES (AS DEFINED BELOW) FOR
ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING,
WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL BE THE
GREATER OF NESO or NXPC AMOUNTING TO $100 USD OR THE FEES IN NESO YOU PAID, IF ANY, IN ACCORDANCE WITH ARTICLE
XIII ABOVE DURING THE THREE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, TO
THE EXTENT PERMITTED BY APPLICABLE LAW. WHILE PAYMENT OF THE FOREGOING AMOUNT
SHALL, IN PRINCIPLE, BE IN NESO, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE COMPANY MAY INSTEAD PAY SUCH AMOUNT IN NXPC.
YOU ACKNOWLEDGE AND AGREE THAT MSU IP
PROVIDED BY THE COMPANY MAY CONTAIN THE INTELLECTUAL PROPERTY OR DATA OF THIRD
PARTIES, AND THAT YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE TERMS OF USE OF
SUCH THIRD PARTY INTELLECTUAL PROPERTY AND INFORMATION AND NEXPACE SHALL NOT
BEAR ANY LIABILITY WHATSOEVER REGARDING THEIR USE.
YOU ACKNOWLEDGE AND
AGREE THAT THE COMPANY HAS MADE THE MSU COMMUNITY AVAILABLE TO YOU AND ENTERED
INTO THESE BUILDER
TERMS, THE MSU API TERMS,
THE EULA, AND THE ADDITIONAL TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS
AND LIMITATIONS OF LIABILITY SET FORTH HEREIN AND IN ARTICLE XI
OF THE EULA, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE
PARTIES AND FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN US. THE COMPANY
WOULD NOT BE ABLE TO PROVIDE THE MSU COMMUNITY TO YOU WITHOUT YOU AGREEING TO
THESE LIMITATIONS.
XX. BUILDER INDEMNITY.
You hereby agree to defend, indemnify,
and hold harmless the Company, its affiliates, and their respective representatives,
managers, partners, shareholders, joint-ventures, third-party contractors,
employees, licensees, licensors, advertisers, advisors, developers,
service providers and agents (the “Related Parties”) from and against
any and all claims, actions, proceedings, liabilities, damages, fines,
penalties, and other losses and expenses (including reasonable attorneys’ fees)
without limitation as to the amount and/or type of liability, arising out of or
relating to (a) your use of the MSU Community, any alleged infringement or
misappropriation of any intellectual property rights by you, and any alleged
violation of other third party rights by your Synergy App or the provision,
distribution, display, or other use thereof in accordance with these Builder
Terms.; (b) any disputes between you and any User or purchaser of the Synergy
App you make available; (c) any Taxes or duties imposed or due in connection
with transactions related to your Synergy App or your failure to collect, pay,
or report any such Taxes or duties; (d) your breach of any agreements entered
into between you and any other User or other third party, including any failure
to provide refunds promised or otherwise owed to purchasers of your Synergy App;
(e) your breach of any terms and conditions, including any
representations and warranties under these Builder Terms; and/or (f)
your failure to comply with any other applicable law or regulation. The Company reserves the right to assume
the exclusive defense and control of any matter for which the Company is entitled to
indemnification hereunder without limiting your
indemnification obligations with respect to that matter. In such event, you
shall provide the
Company
with such cooperation as the Company reasonably requests. You may not enter into
any settlement or compromise of any such claim without the Company’s written approval,
which shall not be unreasonably withheld or delayed.
XXI. MISCELLANEOUS.
1.
Entire Agreement.
These Builder Terms constitute the entire agreement between you and the
Company, superseding any prior or contemporaneous communications and proposals
(whether oral, written or electronic) between you and the Company.
2.
Relationship of Parties.
You agree that no joint venture, partnership, employment, or agency
relationship exists between you and the Company and/or its affiliates as a
result of these Builder Terms or your access to and use of the MSU Community.
You shall not represent, hold yourself out as having, or purport to have any
authority to bind or act on behalf of the Company and/or its affiliates.
3.
Severability.
If any provision of these Builder Terms is found to be illegal or
unenforceable, that provision will be severed. The remainder of these Builder Terms
will remain in full force and effect. The severed provision will be replaced by
an enforceable provision that comes closest to the intention underlying the
unenforceable provision.
4.
Assignment.
These Builder Terms may not be assigned, in whole or part, whether voluntarily,
by operation of law, or otherwise, by you without the prior written consent of
the Company. The Company may assign, license, delegate or otherwise transfer
its rights or obligations hereunder to any third party without restriction. Subject
to the preceding sentences, the rights and liabilities of the parties hereto
are binding on, and shall inure to the benefit of, the parties and their
respective successors and permitted assigns. Any attempted assignment other
than in accordance with this Article shall be null and void.
5.
Captions and Headings.
The captions and article and paragraph headings used in these Builder Terms are
inserted for convenience only and shall not affect the meaning or
interpretation of these Builder Terms.
6.
Language.
These Builder Terms shall be governed, interpreted and construed in the English
language only. Any translations that may be made into any other language shall
be for convenience only and shall have no legal force or effect.
7.
Waiver.
Our failure to enforce any provisions of these Builder Terms or respond to a
violation by any party does not waive our right to subsequently enforce any
terms or conditions of these Builder Terms or respond to any violations.
XXII.
CONTACT
US.
If you have questions about these Builder
Terms, please contact the Company at terms_policy@nexpace.io.
* * *