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NUCLIUS TERMS OF SERVICE

Last Updated: October 30, 2025

1. Agreement to Terms

By accessing or using Nuclius Ltd's ("Nuclius") platform (the "Service"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of Service

Nuclius provides a platform designed to convert your new and archive footage into engaging, story-led content that drives views and sales. The Service is provided on a subscription basis to enterprise clients.

3. Account Registration and Security

3.1 You must provide accurate, current, and complete information during registration.

3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account.

3.3 You must notify us immediately of any unauthorized access or security breach.

3.4 Enterprise accounts may have multiple authorized users as specified in your subscription plan.

4. Acceptable Use Policy

4.1 You agree NOT to:

• Use the Service for any illegal purpose or in violation of any laws
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Use the Service to transmit malware, viruses, or harmful code
• Violate any third-party rights, including intellectual property rights
• Use the Service to generate content that is defamatory, obscene, or harassing

4.2 We reserve the right to suspend or terminate accounts that violate this Acceptable Use Policy.

5. Intellectual Property Rights

5.1 Our IP: The Service, including all software, algorithms, models, and documentation, is owned by Nuclius and protected by intellectual property laws. Your use of the Service does not grant you ownership of any intellectual property rights in the Service.

5.2 Client Data: You retain all ownership rights to data, content, and materials you upload to the Service ("Client Data"). You grant us a limited license to process Client Data solely to provide and enhance the Service.

5.3 Generated Content: Ownership of outputs created using the Service shall be governed by your subscription agreement. Generally, you own outputs generated from your Client Data, subject to our acceptable use policy.

6. Data Processing and AI Training

6.1 We process Client Data in accordance with our Privacy Policy and applicable data protection laws.

6.2 Unless explicitly agreed otherwise in writing, we do NOT share Client Data with third parties.

6.3 Client Data that has been uploaded to the platform and/or generated by the platform may be used for service improvement, analytics and AI training.

7. Subscription and Payment Terms

7.1 Subscription fees are specified in your service agreement and are billed according to the selected billing cycle.

7.2 Fees are non-refundable except as required by law or as explicitly stated in your service agreement.

7.3 We reserve the right to modify pricing with 30 days' notice to existing subscribers.

7.4 Failure to pay fees may result in service suspension or termination.

8. Service Level and Availability

8.1 We strive to maintain high availability but do not guarantee uninterrupted access to the Service.

8.2 Specific uptime commitments and remedies are detailed in your Service Level Agreement (SLA), if applicable.

8.3 We reserve the right to perform scheduled maintenance with reasonable advance notice.

9. Warranties and Disclaimers

9.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

9.2 WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.3 We do not warrant that the Service will be error-free, secure, or that all generated outputs will be accurate, complete, or suitable for your purposes.

9.4 YOU ARE RESPONSIBLE FOR REVIEWING AND VALIDATING ALL GENERATED OUTPUTS BEFORE USE.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUCLIUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE.

10.2 OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Nuclius and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your Client Data or generated content

12. Confidentiality

12.1 Each party agrees to maintain the confidentiality of the other party's Confidential Information.

12.2 Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party.

12.3 Confidentiality obligations survive termination of these Terms.

13. Data Security

13.1 We implement industry-standard security measures to protect Client Data, including encryption, access controls, and regular security assessments.

13.2 You acknowledge that no system is completely secure, and we cannot guarantee absolute security.

13.3 In the event of a data breach affecting your data, we will notify you in accordance with applicable laws.

14. Term and Termination

14.1 These Terms remain in effect until terminated by either party.

14.2 You may terminate by providing written notice according to your subscription agreement.

14.3 We may terminate or suspend your access immediately if you breach these Terms.

14.4 Upon termination, you must cease using the Service, and we will remove your Client Data in a reasonable period as specified in your agreement.

14.5 Provisions that by their nature should survive termination shall survive, including ownership, warranty disclaimers, indemnity, and limitations of liability.

15. Compliance with Laws

15.1 You agree to comply with all applicable laws and regulations in your use of the Service, including data protection, export control, and industry-specific regulations.

15.2 We comply with applicable data protection laws including GDPR, CCPA, and other relevant regulations.

16. Modifications to Terms

16.1 We reserve the right to modify these Terms at any time.

16.2 We will provide notice of material changes via email or through the Service at least 30 days before they take effect.

16.3 Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

17. Governing Law and Dispute Resolution

17.1 These Terms are governed by the laws of England & Wales, without regard to conflict of law principles.

17.2 Any disputes shall first be subject to good-faith negotiations between the parties.

17.3 If negotiations fail, disputes shall be resolved through binding arbitration in the United Kingdom under the rules of London Court of International Arbitration (LCIA) arbitration rules, except where prohibited by law.

17.4 Each party retains the right to seek injunctive relief in court for intellectual property violations.

18. General Provisions

18.1 Entire Agreement: These Terms, together with your subscription agreement and any applicable SLA, constitute the entire agreement between you and Nuclius.

18.2 Severability: If any provision is found unenforceable, the remaining provisions remain in full effect.

18.3 Waiver: Failure to enforce any provision does not constitute a waiver of that provision.

18.4 Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.5 Force Majeure: Neither party is liable for delays or failures due to circumstances beyond their reasonable control.