Terms of Service

If you use the Service on behalf of an organization, you agree to these Terms for that organization and confirm you have authority to bind it; “you” then means the organization (the “Customer”). Learners invited by a Customer use the Service under that Customer’s account and must follow these Terms and the Customer’s policies.

Enterprise order forms prevail. If a Customer has signed an order form, master subscription agreement, or data processing agreement with Nucleus, that document controls where it conflicts with these Terms.

Our Privacy Policy explains how we handle personal information.

• You must be at least 16 and able to form a binding contract.
• Provide accurate information and keep your credentials secure. You are responsible for activity under your account.
• Workspace administrators control who has access, which roles they hold, and which integrations are connected, and are responsible for their users’ compliance with these Terms.
• Tell us promptly at admin@nucleusinstitute.com if you suspect unauthorized access.

• Plans. Self-serve plans are billed in advance, monthly or yearly, through our payment processor Stripe, and renew automatically until cancelled. Current plans and prices are on our pricing page. Prices exclude applicable taxes.
• Credits. Each plan includes a monthly credit allowance. Credits are consumed by AI features such as course and assessment generation, AI tutor responses, and media generation, based on measured usage. The Service shows estimates before larger jobs run, and your usage history records every charge.
• Top-ups. You can buy additional credits at any time. Purchased top-up credits do not expire while your account remains in good standing. Credits have no cash value and are not transferable.
• Cancellation and refunds. You can cancel at any time; your plan stays active until the end of the current billing period. Except where required by law or stated in an order form, fees and purchased credits are non-refundable.
• Enterprise. Enterprise pricing, credit volumes, invoicing, and payment terms are set out in the applicable order form.

• Customer content. You keep all rights in the material you upload and the data your learners generate (“Customer Content”). You grant us a limited license to host, process, and display Customer Content only to provide, secure, and support the Service for you.
• AI output. As between you and Nucleus, you own the courses, assessments, media, and other output the Service generates for you, to the extent permitted by law. Similar output may be generated for others, and we make no claim that output is protectable by copyright.
• No training on your content. We do not use Customer Content or AI output to train foundation models.
• Your responsibilities. You confirm you have the rights needed to upload Customer Content and to have it processed by the Service, including any required notices to or consents from learners.
• Feedback. If you send us suggestions, we may use them without obligation to you.

You agree not to, and not to let anyone else:

• Upload content you do not have the right to use, or that is unlawful, defamatory, harassing, or infringing.
• Use the Service to create deceptive content, impersonate others, or generate realistic likenesses of real people without their consent.
• Upload malware, probe or attack the Service, or bypass security, rate limits, or credit metering.
• Scrape, reverse engineer, or resell the Service, or use it to build a competing product.
• Use outputs to develop AI models that compete with the Service or our model providers.
• Process special categories of personal data or regulated data (such as health or payment card data) unless agreed in an order form.
• Violate applicable law, including export control and sanctions laws.

We may suspend access that we reasonably believe violates this section, and will tell you why where we can.

AI features can produce output that is inaccurate, incomplete, or out of date, even when grounded in your content. AI tutors are learning aids, not professional, legal, medical, financial, or safety advice. You are responsible for reviewing generated courses, assessments, and answers before publishing them to learners, particularly for compliance, certification, and safety training. Nucleus OS is designed so a human approves content before it goes live.

The Service can import and play SCORM, xAPI, and LTI packages, link to external tools, and connect to third-party systems such as HRIS, identity, and messaging providers. Third-party content remains subject to its own license terms, which you are responsible for holding and following. We are not responsible for third-party services, and your use of them is governed by their terms.

The Service, including its software, design, templates, and documentation, and the Nucleus OS and Nucleus Institute names and logos, are owned by Nucleus and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. All rights not expressly granted are reserved.

Each party will protect the other’s non-public business, technical, and product information with at least reasonable care, use it only to perform under these Terms, and share it only with people who need to know it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or received lawfully from a third party, or where disclosure is required by law.

These Terms apply while you use the Service. Either party may terminate for the other’s material breach that is not cured within 30 days of notice. We may suspend or terminate immediately for serious violations of the acceptable use rules or to comply with law. After termination, you can export your Customer Content for 30 days, after which we delete it as described in our Privacy Policy, unless an order form says otherwise. Sections that by their nature should survive will survive.

Except as expressly stated in an order form, the Service is provided “as is” and “as available.” To the maximum extent permitted by law, Nucleus disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, and that the Service or AI output will be accurate, uninterrupted, or error-free.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility. Each party’s total liability arising out of these Terms is limited to the amounts you paid to Nucleus in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, to either party’s indemnity obligations, or to liability that cannot be limited by law.

You will defend and indemnify Nucleus against third-party claims arising from your Customer Content or your use of the Service in breach of these Terms. We will defend and indemnify you against third-party claims that the Service, as provided by us, infringes their intellectual property rights, subject to the terms of any applicable order form.

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict of laws rules. The courts located in Vancouver, British Columbia have exclusive jurisdiction, and each party submits to them, except that either party may seek injunctive relief in any competent court.

We may update these Terms from time to time. We will post the new version here with a new “Last updated” date and give account owners reasonable notice of material changes. Continued use after changes take effect means you accept them. Changes do not alter a signed order form during its term.

These Terms, together with any order form, are the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent, except in a merger or sale of substantially all of your assets. Neither party is liable for delays caused by events beyond its reasonable control.

Nucleus Institute
555 Burrard St, Vancouver, BC V7X 1M8, Canada
admin@nucleusinstitute.com