Nucleus Terms of Service These Terms may be updated from time to time as explained in Section 15.1 We encourage you to refer to these Terms regularly to ensure your compliance. They are always found at www.nucleus.gs/terms-and-conditions. 

If a valid license agreement exists between you and Nucleus, those terms take precedence over these Terms. 

 

1. Acceptance of terms 

Please read these Terms of Service (“Terms”) carefully before using www.nucleus.gs (the “Website”) or the products or services offered by Nucleus (the “Services”). These Terms take effect when you click an “I Accept” button or check box presented with these Terms or, if earlier, when you use any of the Services or Website. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are agreeing to these Terms for an entity, such as the entity you work for, you represent to us that you have legal authority to bind that entity. 

 

2. Description of Nucleus services  

2.1 Nucleus, LLC (“we” or “us”) is a cloud based translation management platform. The application is provided in the model of Software as a Service (SaaS). It comprises modules aimed at improving translation productivity and management. As a cloud based application, Nucleus' services include maintenance of security, updates and support services. All Nucleus services are accessible via the internet using a web browser. 

 

2.2 For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf. 

 

2.3 For purposes of these Terms, data includes all the data you enter into the Nucleus application and any other information input or generated on behalf of you in connection with the Services (“Data”). 

 

2.4 Subject to your compliance with these Terms and your payment of any applicable fees, Nucleus grants you a non-exclusive, non-transferable, royalty-free, revocable license to use the Services for your own internal business purposes. 

 

2.5 Nucleus may make modifications to the Services at any time, as it deems appropriate, and in its sole discretion. 

 

3. Your data  

3.1 You retain ownership of your data. You own all right, title and interest in all Data entered into the Service. In addition, all reports and downloads derived from your Data are also owned by you. All such Data are deemed Confidential Information (defined below) and will not be utilized by Nucleus for any purpose other than to perform its obligations under these Terms. 

 

3.2 We do not share your information. We do not sell or make available specific information about our customers or their Data, except as required pursuant to a regulation, law or court order. We maintain a database of user information that is used only for internal purposes such as technical support, and notifying users of changes or enhancements to the Services. 

 

3.3  Customer lists. Nucleus  may identify you (by name and logo) as a Nucleus customer on Nucleus' website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit. 

 

4.Use of the services 

4.1 Technical requirements. The Services are designed to be used by you using a modern web browser, operating system and an Internet connection. 

 

4.2 Safeguard your account information. You are responsible for controlling access to your account, including creating a strong password, protecting that password, preventing unauthorized account usage or users, and safeguarding your password and any other credentials used to access that account. You, and not Nucleus, are responsible for any activity occurring in your account (other than activity that Nucleus is directly responsible for, which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Nucleus immediately. To Accounts may not be shared and may only be used by one individual per account. 

 

4.3 Backup your data. You are responsible for maintaining, protecting, and making backups of your Data. To the extent permitted by applicable law, Nucleus will not be liable for any failure to store, or for loss or corruption of, your Data. 

 

4.4 Keep Your Details Accurate. Nucleus occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account. 

 

4.4 Involving a third partyIf using the Services to email third parties, you are responsible to ensure that the third parties have opted in to, or otherwise validly consented to, receiving communications from you. 

 

4.5 Account Inactivity. Nucleus may terminate your account and delete any content contained in it if there is no account activity (such as a login event or payment) for over 12 months. However, we will notify you, using the main user's email address as recorded in your user profile, before terminating your account. 

 

5.Unacceptbale Usage  

5.1 You monitor your data. You are solely responsible for all Data, and are liable for your Data and the manner in which you collect or distribute your Data to third parties. We do not monitor your Data; however, we reserve the right to remove any Data from our Service that we determine is in violation of these Terms. 

 

5.2 Account suspension. We may suspend your account at any time without notice for conduct that violates these Terms. Additionally, if you violate these Terms, you may be subject to legal liability and prosecution. 

 

5.3 Unacceptable use. The following is a non-exhaustive list of content and use of the Services that are unacceptable and a violation of these Terms: 

  1. Use of the Services that violates applicable law; 

  1. Reverse engineer or tamper with the security of the Services; 

  1. Resell the Services or permit third parties to use the Services without our prior written consent; 

  1. Make unauthorized copies of any content in the Services; 

  1. Except for legal and valid work purposes, upload Data that contains or contains links to nudity, pornography, adult content, sex, profanity, or foul language; 

  1. Upload, send or store malicious software or Data that condones, promotes, contains, or links to warez, cracks, hacks, their associated utilities, or other piracy related information, whether for educational purposes or not; 

  1. Upload Data that infringes any copyrights, trademarks, patents, trade secrets or other intellectual property; 

  1. Upload Data that is racist or otherwise extremely offensive to others, including content that aggravates, harasses, threatens, defames or abuses others; 

  1. Upload or display Data that exploits images of children under 18 years of age; 

  1. Upload binary files or executable code; 

  1. Perform vulnerability tests, network scans, penetration tests, or other investigative techniques on our software or Services. 

 

5.4 Laws regarding spam. You must comply with all applicable laws including those governing spam. Spam includes without limitation unsolicited mass e-mail or other messages, promotions, advertising, or solicitations. You agree not to send email messages to any person that has opted out or otherwise objected to receiving messages from you or another sender on whose behalf you may be acting. In plain words, you agree not to send spam. 

 

5.5 Compliance to regulations. If your use of the Services requires you to comply with specific regulations, you are solely responsible for such compliance, unless we agree otherwise. You may not use the Services in a way that would subject us to those specific regulations without our prior written agreement. 

 

6.Fees and payments 

6.1 Fees for Services. You agree to pay to Nucleus any fees for any Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law. 

 

6.2 Subscriptions. Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will stop at the end of that billing cycle. Changing plan during a billing cycle will prorate your subscription and credit the remaining days of the cycle toward the new plan. The new plan will then be charged at its normal rate on the first billing cycle that follows the expiration or full disbursement of your account credits. 

 

6.3 Free trialYour Nucleus membership may start with a free trial. The free trial period of your membership lasts for one month, or as otherwise specified during sign-up. For combinations with other offers, restrictions may apply. Free trials are for new and certain former members only. Nucleus reserves the right, in its absolute discretion, to determine your free trial eligibility. 

 

6.4 Free starter plan. Nucleus offers a free starter plan which is subject to the same terms and conditions as other plans. The free starter plan does not benefit from technical support services from Nucleus and is used "As is". 

 

6.5 Price Changes. Nucleus may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Nucleus will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective. 

 

6.6 Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service. 

 

7. Suspension and Termination of Services 

7.1 By You. You may terminate your Nucleus membership at any time. You will only be charged for the days you used Nucleus in the billing period. You will be charged for any day that you have begun. You will not receive a refund for any day you have used Nucleus unless one of the following applies: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law. 

 

7.2 By Nucleus. Nucleus may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Nucleus may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Nucleus may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Nucleus has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, Nucleus may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Nucleus may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Nucleus may decide that we need to take immediate action without notice. Nucleus will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Nucleus to retain your Content upon termination of the applicable Service. 

 

7.3 Further Measures. If Nucleus stops providing the Services to you because you repeatedly or egregiously breach these Terms, Nucleus may take measures to prevent the further use of the Services by you, including blocking your IP address. 

 

8.Customer Support.  

To find more information about our service and its features, or if you need assistance with your account, please visit Nucleus Help Center (www.nucleus.gs/help). In certain instances, Customer Service may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. In the event of any conflict between these Terms of Use and information provided by Customer Support or other portions of our website, these Terms of Use will control. 

 

9.Nucleus software 

9.1 We own all right, title and interest in and to the Services as delivered, all related software and technology, and all of our content provided in connection with the Services, including all intellectual property rights in the foregoing. Nothing contained on this Website should be construed as granting any license or right to use any trademark without our prior written permission. 

 

9.2 We and our licensors exclusively own all right, title, and interest in and to the Services, and any Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to us during your use of the Services. 

 

9.3 We reserve the right to include traffic generated by all websites we host in our overall accounting of page views, unique users, and other usage measures. This includes providing web traffic measurement companies with all URLs hosted by us for use in our projection of our overall traffic. 

 

10.Confidential Information 

“Confidential Information” includes these Terms, statements of work, service orders, other agreements between you and us, business and marketing plans and strategies, non-public business and technology information, trade secrets, Data, any written materials marked as confidential and any other information, including visual and oral information, which reasonably should be understood to be confidential. Each of you and us will use commercially reasonable efforts, including appropriate technology and industry practices, to ensure the confidentiality, integrity and security of all Confidential Information. We maintain a comprehensive privacy policy at www.nucleus.gs/privacy-policy. The above confidentiality obligations do not apply to information which either you or us, as a recipient of such information from the other party, can document and prove: (i) was rightfully in its possession or known to it prior to receipt of such information; (ii) is or has become public knowledge through no fault of the recipient; (iii) is rightfully obtained by the recipient from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the recipient who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and, if permitted by applicable law, with advance notice to the recipient). 

 

11.Indemnification 

To the extent allowed by law, you agree to indemnify and hold us harmless against any and all claims and expenses, including reasonable attorneys’ fees, arising from the use of the Services. This indemnification expressly includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks or other proprietary rights and from the use of any libelous or unlawful material contained within your Data. 

 

12.Termination 

Nucleus makes no guarantee of the accuracy, correctness, or completeness of any information on these web pages, forms, databases, or results, and are not responsible for a) any errors or omissions arising from the use of such information; 2) any failures, delays, or interruptions in the delivery of any content or services contained on our servers; or 3) losses or damages arising from the use of the content or services provided by Nucleus. 

 

13.Limitations of Warranties 

WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, ACCURACY, OR COMPLETENESS OF THE WEBSITE, SOFTWARE OR SERVICES. WE DO NOT REPRESENT OR WARRANT THAT: (A) YOUR USE OF THE SERVICES SHALL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ALL NON-CONFORMITIES CAN BE OR WILL BE CORRECTED. ALL SERVICES PROVIDED BY US HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND MERCHANTABILITY. WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY CONTENT, EXPRESS OR IMPLIED. 

 

14.Limitation of Liability 

WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY OUR SERVICES OR THE CONTENTS OF THIS WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. OUR AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES OR WEBSITE IS LIMITED TO YOUR DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. 

 

15.Other terms 

15.1 Changes to Terms. Nucleus may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Nucleus website. If an amendment is material, as determined in Nucleus' sole discretion, Nucleus will notify you by email. Notice of amendments may also be posted upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Nucleus to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms. 

 

15.2 Changes to Services. Nucleus constantly changes and improves the Services. Nucleus may add, alter, or remove functionality from a Service at any time without prior notice. Nucleus may also limit, suspend, or discontinue a Service at its discretion. If Nucleus discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Data from that Service. Nucleus may remove data from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

 

15.4 Assignment: You are not permitted to sublicense the Services to third parties without our prior written permission. 

 

15.5 Choice of Law and Forum: These Terms will be governed by the laws of the State of Utah and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to the subject matter hereof shall be the Utah state and United States federal courts located in Salt Lake City, Utah, and both parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto. 

 

15.6 Waiver: Our failure to enforce strict performance of any provision of these Terms does not constitute a waiver of the right to subsequently enforce such provision. 

 

15.7 Third Party Beneficiaries: These Terms create no rights for third party beneficiaries. 

  

15.8 Disputes: You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and we each waive any right to a jury trial. 

 

Revised November 17, 2016