Definitions

In these Terms & Conditions, the following definitions apply:

• "Company" — Artificial Intelligence Research Pty Ltd (LEI: 984500CKF56863DD6219), the issuer of the NXR token.
• "NXR Token" / "Token" — the on-chain token issued by the Company representing a proportional economic interest in the net revenues of the Nexara Asset Pool.
• "Asset Pool" — the portfolio of AI infrastructure assets acquired and managed by the Company that backs the Token.
• "Holder" — any natural person or legal entity that holds NXR tokens in a wallet they control.
• "Website" — the Nexara website and associated informational infrastructure.
• "Whitepaper" — the Nexara NXR Whitepaper available at whitepaper.html, as updated from time to time.
• "Distribution" — quarterly payment of net revenue from the Asset Pool to NXR holders, proportional to tokens held.
• "Smart Contract" — the self-executing blockchain code governing token issuance and distribution logic.
• "Trading Venue" — any third-party centralised or decentralised exchange on which NXR is available.

Eligibility

NXR is a freely tradable token available to everyone — there is no application, allowlist, or accredited-investor requirement. By holding NXR you confirm that:

• You are at least 18 years of age (or the age of majority in your jurisdiction, if higher).
• You are not a resident, national, or citizen of a jurisdiction subject to comprehensive international sanctions, and holding or trading the Token is not prohibited for you by law.
• You have read and understood the Considerations in Section 5 of these Terms.
• Holding or trading the Token does not violate any applicable law or regulation in your jurisdiction of residence.
• Any funds you use to acquire the Token are from legitimate sources.

It is your responsibility to determine whether holding the Token is lawful in your jurisdiction. The Company does not control the Trading Venues on which NXR is listed and is not responsible for their access policies.

Token Description & Rights

NXR is a standard on-chain token backed by the Nexara Asset Pool. The NXR token represents:

• A proportional economic interest in the net revenues generated by the Nexara Asset Pool.
• The right to receive quarterly revenue distributions subject to the distribution policy described herein.
• The right to receive information about Asset Pool performance through the published quarterly reports.

Token Supply

The total supply of NXR was minted once and is permanently fixed. No additional tokens will be issued, so holders are not diluted by new issuance.

Market Price

NXR trades on independent third-party Trading Venues. Its market price is determined entirely by those venues and by supply and demand. The Company does not set, quote, guarantee, or support any price for the Token.

Acquiring & Holding NXR

How to Acquire

NXR is acquired on third-party centralised or decentralised Trading Venues and held in a self-custody wallet that you control. The Company does not sell the Token directly, operate an account system, or take custody of holder funds or tokens. Any minimums, fees, and payment methods are set by the Trading Venue you use, not by the Company.

Contract Address

Only the official NXR contract address published through Nexara's own channels represents the Token. You are solely responsible for verifying the contract address before trading. The Company is not responsible for losses arising from interaction with imitation or fraudulent tokens.

Wallet Security

You are solely responsible for the security of your wallet and private keys. On-chain transactions are irreversible. The Company cannot freeze, reverse, or recover tokens sent in error or lost through compromised credentials.

Considerations

The following considerations are provided to give holders a clear and balanced picture of the Token. They are not intended to discourage holding it, but to support informed decision-making.

Market & Price Volatility

The market price of NXR is set by third-party Trading Venues and can be volatile. It may fall as well as rise, and past performance is not indicative of future results. Only hold what you can afford to lose.

Infrastructure & Operations

The Asset Pool consists of physical AI infrastructure — GPU clusters, colocation space, and edge nodes — operating under contract in EU data centres. As with any physical asset class, performance is tied to utilisation, contract renewals, and sector demand. Distribution amounts vary with pool performance and are not guaranteed.

Technology & Smart Contracts

Token issuance and distribution are governed by audited smart contracts. The Company engages independent security auditors prior to deployment, and all contract logic is transparent and verifiable on-chain. Blockchain networks may nonetheless experience congestion, forks, or failures outside the Company's control.

Sector Concentration

The Asset Pool is focused on EU AI infrastructure. The pool is diversified across multiple asset types and geographic locations within the EU to reduce exposure to any single site or contract, but it remains concentrated in one sector.

Revenue Distribution Policy

Net revenues from the Asset Pool are distributed quarterly to NXR holders according to the following framework:

• Distributions are calculated from gross Asset Pool revenues less operating expenses, the operational allocation, and the reinvestment reserve.
• Distribution amounts are proportional to NXR tokens held at the snapshot date announced prior to each distribution event.
• Distributions are made on-chain via smart contract to each holder's wallet address.
• Distributions begin once pool assets are operational, as confirmed by the independent auditor.
• Distribution amounts are variable and depend on Asset Pool performance. No fixed distribution amount is guaranteed.
• The Company may, with holder notification, adjust distribution frequency or methodology if operationally warranted.

Anti-Money Laundering

Identity verification for acquiring NXR, where required, is carried out by the third-party Trading Venue you use, under that venue's own procedures. The Company does not operate its own customer-onboarding process. By holding NXR you confirm that:

• All funds used to acquire the Token are from legitimate sources and are not the proceeds of criminal activity.
• You will not use the Token to facilitate money laundering, terrorist financing, sanctions evasion, or any other unlawful activity.
• You will comply with any information request the Company is legally obliged to make in connection with a distribution paid to your wallet.

The Company may be required by law to withhold a distribution to, or report, a wallet address that is subject to sanctions or a lawful order from a competent authority.

Intellectual Property

All content on the Nexara Website, including but not limited to text, graphics, logos, design elements, software, and documentation, is the intellectual property of the Company or its licensors and is protected by applicable intellectual property law.

Website users are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for informational purposes. This licence does not permit reproduction, redistribution, modification, or commercial use of any Website content without prior written consent from the Company. The NXR name and branding may not be used to promote unrelated tokens or products.

Limitation of Liability

The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of opportunity, or reputational damage, even if the Company has been advised of the possibility of such damages.

The Company is not liable for losses arising from: (i) blockchain network failures or congestion; (ii) events of force majeure; (iii) regulatory changes; (iv) the acts, omissions, or failure of any third-party Trading Venue or wallet provider; (v) your own failure to safeguard wallet credentials or to verify the official contract address; or (vi) market conditions affecting the value of NXR tokens.

No Investment Advice

Nothing on the Website or in these Terms constitutes investment advice, legal advice, tax advice, or any other form of regulated advice. You are strongly advised to seek independent professional advice before trading.

Privacy & Data Protection

The Company holds no customer accounts and does not collect identification documents from holders. Personal data the Company does process — for example, correspondence you send it, or a wallet address in connection with a distribution or a legal obligation — is handled in accordance with applicable EU data protection law, including the General Data Protection Regulation (GDPR), and used only for those purposes.

You have the right to access, correct, or request deletion of personal data the Company holds about you, subject to legal retention obligations. Exercise these rights using the contact details below. The Company does not sell personal data. Any identity verification performed by a Trading Venue is governed by that venue's own privacy policy, not this one.

Amendments to These Terms

The Company reserves the right to amend these Terms & Conditions at any time. Material amendments will be published on this page, and where practical announced through Nexara's official channels, before taking effect. Continued holding of NXR tokens after the effective date of any amendment constitutes acceptance of the revised terms.

The Company may make non-material amendments (such as typographical corrections or clarifications that do not affect holder rights) without advance notice. The most current version of these Terms is always available at this URL.

Governing Law & Jurisdiction

Dispute Resolution

The parties agree to attempt to resolve any dispute arising from or in connection with these Terms through good-faith negotiation in the first instance. Where negotiation fails, disputes shall be referred to binding arbitration under rules to be specified in a governing law supplement. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

Contact Information

For questions or notices relating to these Terms & Conditions, please contact the Company at:

These Terms & Conditions are provided in English. In the event of any conflict between translated versions and the English original, the English version shall prevail.