Terms of Service

Effective Date: October 21, 2025
Entity: Nukleus Co
Principal Office: 22525 SE 64th Pl. Ste 200, Issaquah, WA 98027
State of Incorporation: Delaware

1. Acceptance of Terms

By accessing or using the services provided by Nukleus Co (“Nukleus,” “Company,” “we,” “us,” or “our”), including its website, platform, software, and mobile applications (collectively, the “Services”), you agree to be bound by these Terms of Service (“Terms”).
If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Description of Services

Nukleus provides a cloud-based platform designed to facilitate contract management, communication, compliance tracking, and data analytics for sports agents, athletes, and affiliated organizations.
The Services may integrate with third-party applications, including but not limited to Plaid, Microsoft, and DocuSign. Such integrations are provided solely for user convenience and subject to separate third-party terms.

3. Account Registration and Responsibilities

Users are required to maintain accurate account information and ensure the confidentiality of login credentials.
Users are responsible for all activity conducted under their account.
Nukleus reserves the right to suspend or terminate any account that violates these Terms or presents a security risk.

4. Acceptable Use

Users agree not to:

• Use the Services for unlawful purposes or in violation of applicable laws or regulations;

• Interfere with or disrupt the integrity or performance of the Services;

• Access or attempt to access data of other users without authorization;

• Reverse engineer, copy, or modify the Services; or

• Upload content that infringes upon intellectual property or violates privacy or professional association rules.

5. Beta Services

Users acknowledge that portions of the Services may be offered as Beta Services for evaluation and testing.
Beta Services are provided “AS IS” without warranty of any kind. Nukleus disclaims all liability related to the use, performance, or unavailability of Beta Services.
Nukleus may modify or discontinue Beta Services at any time without notice.

6. Data Ownership and License

All user-submitted data, contracts, and materials remain the property of the submitting user or organization.
By using the Services, users grant Nukleus a non-exclusive, worldwide, royalty-free license to host, store, process, and transmit such data solely as necessary to provide and maintain the Services.

7. Confidentiality

Both Nukleus and users agree to maintain the confidentiality of all non-public business, contractual, or personal data accessed through the Services.
Nukleus shall not disclose such information to third parties except as required by law or necessary to deliver the Services.

8. Fees and Payment

Certain features may be subject to subscription fees. Payment terms, renewals, and cancellations will be disclosed at the time of purchase or in the applicable order form.
All fees are non-refundable unless required by law.

9. Intellectual Property

All intellectual property rights in the Services, including software, designs, trademarks, and related materials, are and shall remain the exclusive property of Nukleus.
No license or right is granted except as expressly set forth herein.

10. Third-Party Services

Use of integrated or linked third-party services is at the user’s own risk. Nukleus disclaims any responsibility for third-party terms, performance, or data handling practices.

11. Enterprise or Institutional Agreements

Where a user or organization has entered into a separate written agreement with Nukleus governing enterprise or institutional use, that agreement shall prevail in the event of any conflict with these Terms.

12. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
NUKLEUS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE.
NUKLEUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUKLEUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE SERVICES.
NUKLEUS’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY THE USER TO NUKLEUS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Indemnification

Users agree to indemnify, defend, and hold harmless Nukleus, its affiliates, officers, directors, and employees from and against any claims, damages, liabilities, or expenses arising from:
(a) User’s use of the Services;
(b) Content submitted by the user; or
(c) Violation of these Terms or applicable law.

15. Arbitration and Class Action Waiver

All disputes, controversies, or claims arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in King County, Washington, under its Commercial Arbitration Rules.
The arbitration shall be conducted in English before a single arbitrator.
Judgment on the award may be entered in any court having jurisdiction.

Class Action Waiver: Users agree that all claims shall be brought on an individual basis only, and not as a plaintiff or class member in any purported class or representative action.

Notwithstanding the foregoing, Nukleus may seek injunctive or equitable relief in a court of competent jurisdiction for any actual or alleged violation of intellectual property rights.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.
Venue for any permitted court action shall lie exclusively in King County, Washington.

17. Termination

Nukleus may suspend or terminate a user’s access to the Services at any time for violation of these Terms, non-payment, or as required by law.
Upon termination, Sections 7, 9, 12–17 shall survive.

18. Miscellaneous

These Terms constitute the entire agreement between the parties concerning the subject matter herein.
If any provision is found unenforceable, the remaining provisions shall remain in effect.
Failure to enforce any right shall not constitute a waiver.
Users may not assign these Terms without Nukleus’s prior written consent.

19. Contact Information

Nukleus Co
22525 SE 64th Pl. Ste 200
Issaquah, WA 98027
Email: support@nukleus.co