Developer Terms of Use — BlueNexus

Introduction

These Developer Terms of Use ("Terms") govern your access to and use of the BlueNexus APIs, SDKs, developer tools, integrations, and related developer services (the "Developer Services").

By accessing or using the Developer Services, you agree to be bound by these Terms.

If you do not agree to these Terms, you must not use the Developer Services.

1. Scope and Hierarchy

1.1 Scope

These Terms apply to your use of the Developer Services for:

• building applications that interact with the BlueNexus platform,
• integrating APIs, SDKs, or event streams,
• managing Developer-Managed Accounts,
• processing or routing data through BlueNexus infrastructure.

These Terms do not apply to personal or end-user use of the BlueNexus UI, which is governed by the End User Terms.

References to "we", "us", or "BlueNexus" in these Terms refer to BlueNexus as an organisation and its personnel, and do not include automated processing performed by the Platform where no human access to decrypted data occurs.

1.2 Hierarchy of Terms

If these Terms conflict with:

1. an Enterprise Agreement ("EA") between you or your organisation and BlueNexus — the EA prevails;
2. the Developer Terms — these Terms prevail over the End User Terms.

1.3 Additional Policies

Your use of the Developer Services is also subject to:

• the Privacy Policy, and
• the BlueNexus Universal Data Processing Agreement (DPA), which applies only if you process personal data for business or commercial purposes.

2. Definitions

Key terms (Developer, Developer-Managed Account, End User, Developer Data, User Data, Application Data, Vault Data, Personal Account) shall have the meanings set out in:

• these Terms, and
• where relevant, the Privacy Policy and Enterprise Privacy & Compliance Framework.

If any definitions conflict, the Enterprise Agreement prevails (if applicable), then these Terms.

3. Developer Responsibilities

3.1 Compliance with Law

You must ensure your use of the Developer Services complies with all applicable laws, including privacy, data protection, consumer protection, sanctions, export controls, and AI-related regulations.

3.2 End User Responsibilities

You must ensure that:

• End Users using your applications comply with the BlueNexus End User Terms, and
• you do not create applications that violate those Terms.

3.3 Notice Requirements

Developers are responsible for providing End Users with any legally required privacy notices and obtaining any consents required for data processed through their applications.

3.4 Security Obligations

You must:

• secure your API keys, tokens, and credentials;
• not expose keys in client-side code;
• implement reasonable organisational and technical measures;
• notify BlueNexus as soon as practicable, and in any event within 24 hours of becoming aware of any security incident involving the Developer Services or your integrations.

3.5 Updates to Integrations

BlueNexus may modify the APIs, SDKs, or documentation. You must update your integrations accordingly to maintain compatibility.

4. Data, Privacy, and Processing

4.1 Roles

Developers act as Controllers for personal data collected from their End Users.

BlueNexus acts as:

• a Processor where agreed under the DPA, and
• a Service Provider / Processor under CCPA/UK GDPR where applicable.

4.2 Data Processing Agreement

You must enter into the BlueNexus Universal DPA if you process personal data using the Developer Services.

Individual End Users do not enter into the DPA.

4.3 Developer Content and Data

Developer Data includes any content, payloads, prompts, events, or metadata sent through the Developer Services.

You retain ownership of Developer Data. You grant BlueNexus a limited licence to process Developer Data:

• to provide the Developer Services;
• to maintain and secure the platform;
• to comply with law.

BlueNexus does not use Developer Data to train models unless explicitly enabled.

4.4 Developer-Managed Accounts

If you create, manage, or integrate accounts for End Users:

• you control permissions and retention settings;
• you may suspend, delete, or modify End User access;
• you must ensure lawful collection and use of personal data.

5. Acceptable Use and Prohibited Conduct

You may not, and must not permit End Users to:

5.1 System Abuse

• bypass or attempt to bypass rate limits or access controls;
• interfere with or disrupt the Developer Services;
• probe, scan, or test vulnerabilities;
• misuse logs, telemetry, or metadata.

5.2 Data Misuse

• harvest or scrape personal data without a lawful basis;
• fingerprint users or de-anonymise data;
• collect sensitive data without explicit consent.

5.3 AI and Model Misuse

• generate harmful, deceptive, or abusive content;
• misrepresent AI-generated content as human-generated where unlawful;
• use Developer Services to train or improve competing foundation models without written permission.

5.4 Illegal or Unsafe Use Cases

No use that violates law, harms individuals, facilitates fraud, or relates to surveillance, exploitation, or other high-risk uses prohibited by BlueNexus policies.

6. Branding, Attribution, and Use of Marks

6.1 Branding Requirements

Where applicable, developers must comply with the BlueNexus Branding Guidelines, including "Powered by BlueNexus Trust Network" attribution where required, as detailed in the BlueNexus developer documentation.

6.2 Restrictions

You must not:

• use BlueNexus trademarks without permission;
• misrepresent your relationship with BlueNexus;
• imply endorsement.

7. Third-Party Services and Models

7.1 Third-Party Providers

The Developer Services may interact with third-party APIs, models, and services. BlueNexus is not responsible for:

• availability or accuracy of third-party content;
• outages, failures, or security incidents caused by third-party systems;
• contractual obligations you owe to those providers.

7.2 Developer Responsibility

You are solely responsible for complying with third-party terms and ensuring secure integration.

8. Fees, Subscriptions, and Billing

8.1 Fees

Fees will be presented at the point of purchase or in your developer dashboard.

8.2 Automatic Renewal

Subscriptions renew automatically unless cancelled.

8.3 Fee Changes

BlueNexus will provide at least 30 days' notice of material fee changes.

8.4 Billing Disputes

Billing disputes must be raised within 30 days of receipt of the invoice.

8.5 Refunds

Except where required by the Australian Consumer Law (ACL) or other mandatory law, all fees are non-refundable.

Nothing in these Terms excludes rights you may have under the ACL or other non-excludable laws.

9. Suspension and Termination

9.1 Suspension

BlueNexus may suspend your access to the Developer Services:

• for breach of these Terms;
• for security or operational reasons;
• to prevent harm, fraud, or misuse.

9.2 Termination for Cause

BlueNexus may terminate these Terms:

• immediately for serious misconduct;
• or after a 10–30 day cure period for remediable breaches.

9.3 Developer Responsibilities on Termination

Upon termination, you must:

• migrate or notify your End Users;
• cease use of Developer Services;
• delete or revoke API keys.

9.4 Data Handling

BlueNexus may retain certain logs as described in the Privacy Policy for security, audit, and compliance purposes.

10. Intellectual Property

10.1 BlueNexus IP

BlueNexus owns all rights in the Developer Services, including software, models, technology, and documentation.

10.2 Your Licence

BlueNexus grants you a limited, revocable, non-transferable licence to use the Developer Services to build and operate applications.

10.3 Output Ownership

Subject to rights of third-party model providers, you own the outputs generated through your calls to the Developer Services.

10.4 Restrictions

You must not:

• reverse engineer or extract source code;
• use outputs to train competing foundation models without written permission;
• use the Developer Services to create datasets that replicate or compete with BlueNexus models or services.

11. Confidentiality and Security

11.1 Confidential Information

Each party must keep confidential any non-public information received from the other.

11.2 Confidential Compute / Encrypted-in-Use Data

Where Developer Data is processed in encrypted-in-use form, BlueNexus does not access such data except:

• where provided for debugging or support, or
• where required by law.

11.3 Security Standards

Developers must implement reasonable and industry-standard organisational and technical security measures, appropriate to the nature of the applications, integrations, and data processed, to protect against unauthorised access, disclosure, loss, or misuse.

12. Service Levels and Availability

12.1 No SLAs

The Developer Services are provided without uptime or performance guarantees unless specified in an Enterprise Agreement.

12.2 Rate Limits

BlueNexus may impose or adjust rate limits to protect platform integrity.

13. Disclaimers

To the maximum extent permitted by law:

• the Developer Services are provided "as is";
• BlueNexus does not guarantee accuracy of outputs;
• no information or advice creates any warranty unless explicitly stated in writing.

Mandatory consumer protections (including those under the ACL) apply and are not excluded.

14. Limitation of Liability

To the maximum extent permitted by law:

• BlueNexus is not liable for indirect or consequential loss;

• total aggregate liability is limited to the greater of:

  (a) fees paid in the preceding 12 months, or

  (b) AUD $100.

Nothing in these Terms excludes, restricts, or modifies rights you may have under the ACL or other non-excludable laws.

15. Governing Law

These Terms are governed by the laws of New South Wales, Australia.

If an Enterprise Agreement specifies different governing law, that agreement prevails.

16. Notices

Notices will be sent to your registered email or posted through the Developer dashboard.

17. Assignment

You may not assign these Terms without BlueNexus's written consent (not to be unreasonably withheld).

BlueNexus may assign these Terms to an affiliate or acquirer.

18. Survival

The following provisions survive termination: confidentiality, IP, disclaimers, limitation of liability, governing law, and any other clauses which by nature should survive.