Terms of Use

These Terms of Service (“Terms” or “Agreement”) govern your access to and use of the Nucleus website (https://nucleus-edu.com/ and its subdomains) and the Nucleus application (collectively, the “Service”), operated by Nuat Computer Software LLC (“Nuat,” “we,” “us,” or “our”), doing business as Nuat Games.

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Service.

Introduction and Eligibility

Nuat Computer Software LLC (“Nuat Games”) owns and operates the Nucleus educational web platform (the “Services”) providing game-based curriculum for students. By accessing the Services, you agree to abide by these Terms of Use. You represent that you are at least 18 years of age and are lawfully able to enter into contracts.

If you have entered into this Agreement on behalf of your education institution (the “Customer”), you represent that you have the authority to bind that organization to these terms. You further represent that you have the right to upload all data (the “Content”) that you provide on behalf of yourself and, where applicable, the Customer, its employees, agents, students, and their parents or legal guardians.

Services

Subject to the terms and conditions of this Agreement, and where applicable, a separate contract with you and payment of any relevant fees, we will provide the Services for our education institution customers (“Customers”) and any customer employees and students (“Users”). The Services are intended for your personal, noncommercial use.

We may, in our sole discretion and without prior notice, modify the Services or Website, remove or alter functionality, or cease provision of the Services or Website at any time.

Intellectual Property

You acknowledge that all aspects of the Services, including all content, graphics, trademarks, service marks, and logos are owned by or licensed to Nuat Games and are protected by copyright and other intellectual property rights. This Agreement does not convey any rights of ownership in relation to the Services or any intellectual property owned by Nuat Games.

License

By accessing or using the Services, you grant us a non-exclusive, perpetual, royalty-free, fully paid-up worldwide right and license to use the Content you provide to provide the Services to you. You further agree that we may create and use aggregated, de-identified data to develop and improve our educational products and services.

We grant you a personal, revocable, non-exclusive, non-transferable, limited right to access the Services provided that you comply with this Agreement.

Use of Services

You are responsible for using the Services in accordance with this Agreement and for all activity under your account. You shall (i) maintain the confidentiality of your username and password; (ii) notify Nuat Games if you know or suspect a security breach; and (iii) use the Services in compliance with all applicable laws.

You will not, and will not allow any third party to:

• Permit any third party to access and use the Services;
• Decompile, disassemble, or reverse engineer the Services, except to the extent expressly authorized under the law;
• Use the Services or any of our confidential information to develop a competing product or service;
• Impersonate another user or provide false information to gain access;
• View or attempt to view records of another user not authorized under your account;
• Use automated systems (e.g., robots, spiders) to access the Services.

In addition, you may not use the Services to:

• Upload or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Forge headers or manipulate identifiers to disguise the origin of any Content;
• Upload Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights;
• Upload material containing software viruses or any code designed to disable, interrupt, or limit the functionality of any computer software or hardware;
• Interfere with or disrupt the Services or servers connected to the Services;
• Violate any applicable local, state, national, or international law or regulation.

Privacy

Our collection, use, and sharing of your Personal Information is described in our Privacy Policy.

Family Educational Rights and Privacy Act (FERPA)

For Customers subject to FERPA, you agree to appoint Nuat Games as a “school official” as that term is used in FERPA §§ 99.31(a)(1). Nuat Games agrees to be bound by all relevant provisions of FERPA, including operating under your direct control with respect to use and maintenance of FERPA-protected “education records.”

Nuat Games acknowledges that it shall comply with all obligations under COPPA, including collecting only minimally required Personal Information from students and retaining it only for as long as necessary.

Feedback

You may provide us with suggestions, comments, or other feedback (“Feedback”) with respect to our products and services. Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind.

Indemnification

Where permitted by law, you will defend and indemnify Nuat Games and hold it and its affiliates, officers, directors, employees, agents, vendors, and licensors harmless from any and all claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (i) your use of the Services; or (ii) breach of any of your obligations, representations, or warranties in this Agreement.

Suspension of Services and Removal of Content

We may, in our sole discretion, suspend your access to the Services or remove any Content for any of the following reasons: (i) to prevent damages to the Services; (ii) to comply with any law, regulation, court order, or governmental request; and (iii) to protect us from potential legal liability.

Disclaimer of Warranties

Other than as expressly set out in this Agreement, the Services are provided on an “as is” and “as available” basis, without warranty of any kind. Nuat Games specifically disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to any warranties of merchantability, fitness for a particular purpose, quiet enjoyment, quality of information, non-infringement, and title. You expressly agree and acknowledge that use of the Services is at your sole risk.

Limitation of Liability

To the extent allowed by applicable law, in no event will Nuat Games or its affiliates, officers, employees, agents, or licensors be liable for: (i) any indirect, special, incidental, consequential, exemplary, or punitive damages; or (ii) total cumulative liability in excess of the amounts paid to Nuat Games for access or use of the Services during the twelve (12) months immediately preceding the event giving rise to liability.

Governing Law, Venue, and Limitation of Actions

This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates.

Assignment

You may not assign this Agreement without the prior written consent of Nuat Games. Nuat Games is permitted to assign, transfer, and subcontract its rights and/or obligations under this Agreement without prior notification.

Severability

If any provision of this Agreement is found or deemed by a court to be invalid or unenforceable, it will be severable from the remainder and will not cause the invalidity or unenforceability of the remainder.

Entire Agreement

This Agreement, as may be amended from time to time by us, constitutes our entire agreement with regard to the Services.

Waiver

Neither party will by mere lapse of time be deemed to have waived any breach by the other party. The waiver of a particular breach will not be construed as a continuing waiver of such breach, or of other breaches of the same or other provisions.

Modification

Nuat Games reserves the right to add, change, discontinue, or remove any portion or functionality of the Services at any time, in accordance with applicable law. We will provide notice of any such modifications. Nuat Games will not change the terms of this Agreement without prior notice to you. Your continued use of the Services after notification constitutes your agreement to any updated Agreement.