Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the Nukleo website and services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.

2. Description of Services

Nukleo provides artificial intelligence consulting, development, and transformation services, including but not limited to:

• Agentic AI system design and development
• AI-native platform engineering
• Digital transformation strategy and consulting
• Machine learning and data engineering services
• Creative and content services augmented by AI

The specific scope of services will be defined in separate service agreements or statements of work.

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements.

If you are using our Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

4. User Accounts

To access certain features of our Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate your account if we suspect any unauthorized or fraudulent activity.

5. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws or regulations
• Infringe upon the intellectual property rights of others
• Transmit any harmful, offensive, or inappropriate content
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the operation of our Services
• Use automated systems (bots, scrapers) without our written permission
• Impersonate any person or entity
• Engage in any activity that could harm Nukleo or its users

6. Intellectual Property Rights

6.1 Our Intellectual Property

All content, features, and functionality of our Services, including but not limited to text, graphics, logos, images, software, and design, are owned by Nukleo or its licensors and are protected by copyright, trademark, and other intellectual property laws.

You may not copy, modify, distribute, sell, or lease any part of our Services without our express written permission.

6.2 Your Content

You retain ownership of any content you submit to our Services ("Your Content"). By submitting Your Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display Your Content solely for the purpose of providing and improving our Services.

You represent and warrant that you own or have the necessary rights to Your Content and that Your Content does not violate any third-party rights.

7. Payment and Fees

Certain Services may require payment of fees. All fees are stated in Canadian Dollars (CAD) unless otherwise specified. You agree to pay all applicable fees as described in your service agreement or invoice.

Payment terms, refund policies, and cancellation policies will be specified in separate service agreements. Unless otherwise stated, all fees are non-refundable.

We reserve the right to change our fees at any time. We will provide reasonable notice of fee changes, and your continued use of the Services after such changes constitutes your acceptance of the new fees.

8. Confidentiality

Both parties agree to maintain the confidentiality of any confidential information disclosed during the course of our business relationship. Confidential information includes, but is not limited to, business plans, technical data, customer information, and proprietary methodologies.

This obligation of confidentiality will survive the termination of these Terms and any service agreements.

9. Disclaimers and Limitations of Liability

9.1 Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that our Services will be uninterrupted, error-free, or completely secure. We do not guarantee any specific results from the use of our Services.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUKLEO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Nukleo and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of our Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your Content

11. Termination

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including but not limited to your breach of these Terms.

Upon termination, your right to use our Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising out of or related to these Terms or our Services shall be resolved through binding arbitration in accordance with the rules of the Canadian Arbitration Association, except that either party may seek injunctive relief in a court of competent jurisdiction.

The arbitration shall take place in Montreal, Quebec, Canada, and shall be conducted in English or French, as mutually agreed by the parties.

13. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.

14. Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and Nukleo regarding the use of our Services and supersede all prior agreements and understandings.

15. Contact Information

If you have any questions about these Terms, please contact us: