Terms & Conditions

1. Agreement to Terms

These Terms & Conditions (“Terms”) are a binding agreement between you and Nucleus, Inc. (“Nucleus,” “we,” “us,” or “our”) governing your access to and use of the Nucleus mobile and web applications, AI agents, messaging features, websites at usenucleusosos.com and nucleusos.co, and related services (collectively, the “Service”).

By creating an account, clicking “I agree,” connecting a third-party service, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

If you use the Service on behalf of a company or other entity (“Customer”), you represent that you are authorized to bind that entity, and “you” refers to that entity. You must be at least 18 years old.

2. The Service; what Nucleus is and is not

Nucleus is a software platform, an “agentic” operating system, that helps founders, operators, and small and mid-sized businesses run their operations by aggregating data, surfacing priorities, and using AI agents to summarize information, draft documents and communications, review materials, and take or suggest actions you authorize.

Nucleus is a software tool. Nucleus is NOT:

• a law firm, attorney, or provider of legal advice;
• an accountant, CPA, auditor, bookkeeper of record, or tax advisor;
• a registered investment adviser, broker-dealer, financial planner, or fiduciary;
• a bank, money transmitter, or payment institution; or
• a provider of professional, regulated, or licensed advice of any kind.

Any output of the Service (including summaries, contract “flags,” financial metrics, recommendations, drafts, and agent actions) is provided for informational and operational convenience only and does not constitute legal, financial, tax, accounting, investment, or other professional advice. You should obtain advice from a qualified licensed professional before making decisions. Your use of any output is at your own risk.

3. AI agents, automation, and your responsibility to review

3.1 Nature of AI output. The Service uses artificial intelligence, including large language models and autonomous and semi-autonomous agents. AI is probabilistic and can produce results that are inaccurate, incomplete, outdated, biased, or otherwise wrong (“hallucinations”), even when presented confidently. Nucleus does not warrant the accuracy, completeness, or fitness of any AI output.

3.2 Human review required. You are solely responsible for reviewing, verifying, and approving any AI-generated content or recommended action before relying on it, sending it, or permitting an agent to execute it. Do not rely on the Service for any decision without independent human judgment and, where appropriate, professional advice.

3.3 Authorized actions. When you instruct or configure a Nucleus agent to take an action (such as drafting or sending a message, modifying a record, or interacting with a connected service) you authorize that action and are responsible for its consequences. Agents act on your behalf and at your direction. You are responsible for the configurations, permissions, instructions, and automations you enable.

3.4 No liability for reliance. To the maximum extent permitted by law, Nucleus is not liable for any action you take or fail to take, or that an agent takes at your direction or configuration, based on the Service or its output.

4. Accounts, eligibility, and security

You must provide accurate registration information and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials. Notify us immediately at security@nucleusos.co of any unauthorized use. You are responsible for the acts and omissions of all users you authorize on your account.

5. Third-party integrations and accounts

5.1 The Service lets you connect third-party services and accounts, currently Gmail, Google Calendar, Google Drive, Slack, Asana, Notion, Calendly, Stripe, Plaid, QuickBooks, Chase, Gusto, Shopify, and HubSpot. By connecting them, you authorize Nucleus to access, retrieve, and process data from those services to provide the Service.

5.2 Your use of any third-party service is governed by that provider's terms and privacy policy. You represent that you have the right to connect each service and to authorize Nucleus's access. Nucleus does not control and is not responsible for third-party services, including their availability, accuracy, security, or any changes that disrupt the Service.

5.3 You are responsible for complying with the terms of every connected service, including any usage, data, and authorization restrictions they impose.

6. Customer data; license; ownership

6.1 Your data. As between you and Nucleus, you own the data, documents, content, and materials you submit or connect (“Customer Data”). You grant Nucleus a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely to provide, secure, maintain, and improve the Service and as permitted by the Privacy Policy.

6.2 Aggregated/de-identified data. Nucleus may create and use de-identified and aggregated data derived from use of the Service (data that does not identify you or any individual) for any lawful business purpose, including analytics and improving the Service.

6.3 Your responsibilities for Customer Data. You represent that you have all rights and consents necessary to submit Customer Data and to authorize its processing, and that Customer Data and your use of the Service do not violate any law or third-party right. You are responsible for the accuracy, quality, and legality of Customer Data.

6.4 Nucleus IP. Nucleus and its licensors own all rights in the Service, including software, models, agents, designs, and trademarks. Except for the limited right to use the Service under these Terms, no rights are granted to you. You may not copy, modify, reverse engineer, resell, or create derivative works of the Service.

6.5 Feedback. If you give us feedback or suggestions, you grant Nucleus a perpetual, irrevocable, royalty-free license to use them without restriction or obligation.

7. Acceptable use

You agree not to:

• use the Service unlawfully or in violation of any third party's rights;
• submit data you are not authorized to share, or that is unlawful, infringing, or harmful;
• attempt to gain unauthorized access to, disrupt, or interfere with the Service or its security;
• reverse engineer, scrape, or extract the Service's software or models except as permitted by law;
• use the Service to build a competing product, or to train a competing model;
• misuse AI features to generate unlawful, deceptive, harassing, or harmful content; or
• exceed or circumvent usage limits, rate limits, or access controls.

We may suspend or terminate access for violations, and may investigate and cooperate with authorities.

8. Fees, billing, and cancellation

8.1 Fees. You agree to pay the fees for your plan, which may include fixed subscription fees and/or usage-based fees (including fees calculated as a percentage of revenue or based on usage), as presented at sign-up or in an order.

8.2 Billing and renewal. Unless stated otherwise, subscriptions automatically renew for successive periods until cancelled. You authorize us (and our payment processor) to charge your payment method for all fees, including renewals and applicable taxes.

8.3 Cancellation. You may cancel as described in the Service or by contacting billing@nucleusos.co. Cancellation takes effect at the end of the current billing period.

8.4 No refunds. Except where required by law or expressly stated, fees are non-refundable and are not prorated upon cancellation.

8.5 Changes. We may change fees on prospective notice (e.g., before your next renewal). Continued use after a change takes effect constitutes acceptance.

8.6 Late/failed payment. We may suspend the Service for non-payment and charge interest and reasonable collection costs to the extent permitted by law.

9. Beta and early-access features

Some features (including early-access agents and integrations) may be offered as “beta,” “preview,” or “early access.” They are provided “AS IS,” without warranty, may be unstable, may change or be withdrawn, and may not be supported. Do not rely on beta features for critical operations.

10. Disclaimers of warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUCLEUS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NUCLEUS DOES NOT WARRANT THAT: (a) the Service will be uninterrupted, secure, timely, or error-free; (b) any output will be accurate, complete, reliable, or fit for your purpose; (c) defects will be corrected; or (d) the Service or its servers are free of harmful components. Any uptime, availability, or performance figures (including any “SLA” or “99.9%” reference) apply only if and to the extent set out in a separate written agreement signed by Nucleus. Marketing materials are not warranties.

YOU ASSUME FULL RESPONSIBILITY FOR USE OF THE SERVICE AND ITS OUTPUTS, INCLUDING ALL BUSINESS, LEGAL, FINANCIAL, AND OPERATIONAL DECISIONS.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 No indirect damages. NUCLEUS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INVESTORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR INACCURATE DATA, LOST BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY.

11.2 Liability cap. NUCLEUS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES YOU PAID TO NUCLEUS IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) ONE HUNDRED U.S. DOLLARS ($100).

11.3 Essential basis. These limitations apply even if a remedy fails of its essential purpose and form an essential basis of the bargain. Some jurisdictions do not allow certain limitations, so some may not apply to you; in that case, liability is limited to the maximum extent permitted by law.

12. Indemnification

You will defend, indemnify, and hold harmless Nucleus and its officers, directors, employees, agents, and affiliates from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Customer Data; (b) your use of the Service or any output; (c) any action taken by you or by an agent at your direction or configuration; (d) your connection or use of third-party services; (e) your violation of these Terms or applicable law; or (f) your violation of any third-party right. Nucleus may assume the exclusive defense of any matter subject to indemnification, and you will cooperate.

13. Term, suspension, and termination

These Terms apply while you use the Service. We may suspend or terminate your access at any time, with or without cause, including for violation of these Terms, risk to the Service or other users, non-payment, or legal requirement. You may stop using the Service at any time. On termination: your license to use the Service ends; we may delete Customer Data after a reasonable period (you are responsible for exporting data beforehand); and Sections that by their nature should survive (including 2, 3, 6, 10, 11, 12, 14, 15, and 16) survive.

14. Disputes; governing law; arbitration; class-action waiver

14.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, and, where applicable, the Federal Arbitration Act.

14.2 Informal resolution. Before filing a claim, you agree to contact us at legal@nucleusos.co and attempt to resolve the dispute informally for at least 30 days.

14.3 Binding arbitration. Except for claims that qualify for small-claims court and claims seeking injunctive relief for intellectual-property or unauthorized-access matters, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before one arbitrator, seated in Fort Bend County, Texas. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class-action and jury waiver. TO THE EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU AND NUCLEUS WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

14.5 Time limit. Any claim must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.

15. SMS / text messaging consent

By providing a mobile number and opting in, you consent to receive agent-to-user and account-related text messages from Nucleus, which may be sent using automated technology. Consent is not a condition of purchase. Message and data rates may apply; frequency varies. Reply STOP to opt out or HELP for help. See the Privacy Policy for details.

16. General

• Changes to Terms. We may update these Terms; the “Last updated” date will change and, for material changes, we will provide reasonable notice. Continued use after the effective date constitutes acceptance.
• Entire agreement. These Terms and the Privacy Policy (plus any order or written agreement signed by Nucleus) are the entire agreement and supersede prior understandings.
• No waiver. Failure to enforce a provision is not a waiver.
• Severability. If a provision is unenforceable, the rest remains in effect, and the provision is modified to the minimum extent necessary.
• Assignment. You may not assign these Terms without our consent; we may assign them, including in connection with a merger, financing, or sale of assets.
• Force majeure. Nucleus is not liable for delays or failures caused by events beyond its reasonable control.
• Relationship. The parties are independent contractors; no agency, partnership, or joint venture is created.
• Notices. We may provide notices via the Service, email, or our website.

17. Contact

By using Nucleus, you acknowledge that you have read, understood, and agree to these Terms & Conditions.