These Terms of Service (“Terms”) are between you (“Customer,” “you”) and Nucleus Networks, LLC, on behalf of the operating subsidiaries that provide the services (“Nucleus,” “we,” “us”). They apply to your use of nucleus.net and related Nucleus websites (the “Site”), and to network, cloud, voice, and other services Nucleus provides (the “Services”).
A signed service agreement and any service order, together with these Terms, are the “Service Agreement.” If a signed service order conflicts with these Terms on price, service description, location, or term for that order, the service order controls. If a signed service agreement specifically changes another term, that signed agreement controls for that point. Otherwise these Terms control.
By using the Site, signing a Service Agreement, or using the Services, you agree to these Terms, including the arbitration section. That section says the parties will resolve disputes by arbitration and that you are giving up the right to a trial by jury.
1. The Services
Nucleus provides enterprise connectivity, virtual private cloud, voice, and related services as described in an accepted service order. Marketing statements on the Site, including uptime or latency targets, are objectives. They are not a warranty and they are not a service-level commitment unless a service order says so in writing and states the credit or other remedy.
Nucleus may use affiliates, carriers, and subcontractors to deliver the Services. Nucleus may modify, replace, or discontinue a feature that is not a committed item on your service order, so long as the committed service is not materially reduced during the then-current term.
2. Orders, term, and renewal
A service order is effective when signed by both parties, or when Nucleus accepts it in writing. The initial term is the period in the service order, starting on the service commencement date. Unless the service order says otherwise, the order renews for successive periods equal to the initial term unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current term.
There is no early-termination charge unless the service order states one. Ending a term early does not relieve Customer of fees already incurred or of charges the service order expressly makes due on early termination.
3. Fees
Customer will pay the fees in the service order. Prices do not include taxes, surcharges, or similar governmental or carrier fees, which Customer will pay except for taxes on Nucleus’s net income. Fees described as estimates may change. The monthly price in a service order stays in effect for the then-current term unless that order says otherwise. Nucleus may change prices for a renewal term by written notice before that renewal begins.
Invoices are due as stated on the invoice, or within thirty (30) days if the invoice does not state a due date. Past-due amounts may accrue interest at 1.5% per month or the highest rate law allows, whichever is less. Nucleus may suspend Services for amounts more than fifteen (15) days past due, after notice, and may charge reasonable costs of collection.
4. Customer responsibilities
Customer is responsible for its users, equipment, local network, and the accuracy of information it gives Nucleus, including addresses, technical details, and any drawings or schedules. Customer represents that its service orders and that information do not contain an untrue statement of material fact or omit a material fact.
Customer will not, and will not allow others to:
- use the Services in violation of law, or to violate someone else’s rights;
- send spam, host or transmit malware, or run denial-of-service, scanning, or other abusive traffic;
- interfere with the Nucleus network, other customers, or Nucleus’s ability to operate;
- resell the Services unless a service order expressly allows it; or
- attempt to gain unauthorized access to systems, accounts, or data.
Nucleus may suspend or throttle traffic, or suspend the Services, to protect the network, comply with law, or respond to a violation of this section. Nucleus will restore service when the issue is resolved, except where termination is permitted below.
5. Acceptable changes, suspension, and termination
Either party may end the Services at the end of a term by the non-renewal notice in section 2. Nucleus may suspend or terminate immediately if Customer materially breaches these Terms or a service order and does not cure within fifteen (15) days after notice, or immediately if the breach cannot reasonably be cured, Customer fails to pay after the suspension notice in section 3, or continued service would violate law or create a material security or network risk.
On termination, Customer will pay fees through the effective date, return or allow retrieval of Nucleus equipment, and stop using the Services. Sections that by nature should survive — including fees owed, acceptable use, intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, and arbitration — survive.
6. Equipment
Nucleus equipment placed at a Customer site stays Nucleus property unless a service order says Customer is buying it. Customer will provide reasonable access, power, and a safe environment, and will not move, alter, or encumber that equipment. Customer is responsible for loss or damage to Nucleus equipment at its site, except for ordinary wear or Nucleus’s own negligence.
7. Intellectual property and customer data
Nucleus and its licensors own the Services, the Site, software, and related intellectual property. Customer receives only a limited right to use the Services during the term. Customer keeps ownership of its data and content. Customer grants Nucleus a limited right to use that data and content only to provide, secure, and support the Services and to meet legal duties.
8. Confidentiality
Each party will protect the other’s non-public business, technical, and pricing information with reasonable care and use it only to perform under the Service Agreement. This duty does not cover information that is public through no fault of the receiving party, already known without a duty of confidence, independently developed, or rightfully received from someone else. A party may disclose information if law requires it, after giving notice when legally allowed.
9. Disclaimer of warranties
Except for any express warranty written in a service order, the Site and Services are provided “as is” and “as available.” Nucleus disclaims all other warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. Nucleus does not warrant that the Services will be uninterrupted, error-free, or free of harmful components. Some jurisdictions do not allow certain disclaimers; in those places, the disclaimer applies to the fullest extent allowed.
10. Limitation of liability
Except for the Excluded Claims, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, goodwill, or anticipated savings, whether arising in contract, tort (including negligence), strict liability, or otherwise, and even if the party has been advised of the possibility of those damages.
Except for the Excluded Claims, Nucleus’s total aggregate liability arising out of or relating to the Service Agreement or the Services will not exceed the total fees actually paid by Customer to Nucleus for the affected Service during the six (6) months immediately before the event giving rise to the claim.
“Excluded Claims” means: (a) Customer’s obligation to pay fees due; (b) a party’s breach of its confidentiality obligations; (c) a party’s infringement or misappropriation of the other party’s intellectual property rights; (d) a party’s indemnification obligations; and (e) liability arising from a party’s fraud or willful misconduct.
These limits are an essential basis of the bargain. The fees Nucleus charges reflect them. They apply regardless of the form of action, even if a limited remedy fails of its essential purpose, and they survive termination. If a service order states service credits, those credits are Customer’s sole remedy for the failure the credits cover.
11. Indemnity
Customer will defend and indemnify Nucleus and its affiliates, officers, and employees against third-party claims, damages, and reasonable attorneys’ fees arising out of Customer’s use of the Services, Customer’s content or traffic, Customer’s breach of these Terms or a service order, or inaccurate information Customer provides, except to the extent caused by Nucleus’s fraud or willful misconduct.
Nucleus will defend and indemnify Customer against third-party claims that the Services, as provided by Nucleus and used as permitted, infringe a United States patent, copyright, or trademark. This does not cover claims caused by Customer modifications, combinations with items Nucleus did not provide, or continued use after Nucleus has offered a non-infringing replacement. If a claim is likely, Nucleus may procure a right to continue, modify the Service, or terminate the affected Service and refund prepaid unused fees for it. This section is Nucleus’s entire obligation for intellectual-property infringement claims.
12. Force majeure
Neither party is liable for delay or failure to perform (other than payment) caused by events outside its reasonable control, including fiber cuts, carrier failures, power loss, natural disasters, war, terrorism, labor disputes, government action, or failures of the public Internet. The affected party will give notice and use reasonable efforts to resume performance.
13. Arbitration and waiver of jury trial
The parties desire to resolve any controversy or claim arising out of or relating to the Service Agreement, these Terms, the Site, or the Services through binding individual arbitration, including claims in contract, tort, or statute, and including questions of arbitrability except where a court must decide them. By agreeing, each party gives up the right to a trial by jury and the right to participate in a class, collective, or representative action. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with claims of any other person.
The Federal Arbitration Act governs this section. Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and place of arbitration is Dallas County, Texas. The arbitrator may award individual relief that a court could award, but may not award relief to anyone who is not a party. Judgment on the award may be entered in any court with jurisdiction.
Either party may go to court for injunctive or equitable relief to protect intellectual property or confidential information, or to stop ongoing misuse of the Services. Nucleus may also go to court to collect unpaid fees. If a court finds the class-action waiver unenforceable as to a particular claim, that claim must proceed in court and the rest of this section still applies to the other claims.
14. Governing law
Texas law governs these Terms and the Service Agreement, without its conflict-of-laws rules. Subject to the arbitration section, the state and federal courts in Dallas County, Texas, or Ellis County, Texas, are the exclusive courts for disputes that may be brought in court, and each party consents to personal jurisdiction there.
15. Changes to these Terms
Nucleus may update these Terms by posting a new version on the Site and changing the “last updated” date. For an active service order, material changes apply at the start of the next renewal term unless the change is required by law or is needed to address a security or abuse issue, in which case it applies when posted. Continued use of the Site after an update means you accept the updated Terms for Site use.
16. Other terms
These Terms, together with the Service Agreement and service orders, are the entire agreement on this subject and replace prior discussions about it. If a part of these Terms is unenforceable, the rest stays in effect. A party’s failure to enforce a term is not a waiver. Customer may not assign the Service Agreement without Nucleus’s written consent. Nucleus may assign it to an affiliate or to a successor to the relevant business. Notices to Nucleus must be sent to the address below and to support@nucleus.net. Notices to Customer may be sent to the email or address on the service agreement or service order.
Nothing in these Terms limits liability that cannot legally be limited.
17. Contact
Nucleus Networks, LLC
1960 Heritage Parkway, Suite 100
Mansfield, TX 76063
888-568-2538
support@nucleus.net