Nucleus Origin
License Agreement
Effective date: 10/21/2025
This License Agreement (as amended and/or restated from time to time in accordance with this License Agreement, the “Agreement”), between you, or your employer or other entity (if you are entering into this Agreement on behalf of your employer or other entity) (“Licensee” or “you”) and Nucleus Genomics Inc. (“Nucleus,” “we,” or “us”) applies to your use of any computer program, algorithm, source code, object code, software, model weights, weight deltas, betas, adapters, variant/marker manifests, LD references, scoring/calibration parameters or other model parameters that are made available by Nucleus under this Agreement (collectively, the “Software”) and any specifications, manuals, documentation, and other written information provided by Nucleus related to the Software (“Documentation”).
By accessing or using the Software, you agree to the terms of this Agreement. If you do not agree to this Agreement, then you do not have any rights to use the Software or Documentation (collectively, the “Software Products”), and you must immediately cease using the Software Products. If you are agreeing to be bound by the terms of this Agreement on behalf of your employer or other entity, you represent and warrant to Nucleus that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or access the Software Products on behalf of your employer or other entity.
01
License Grant
a. Subject to your compliance with the Documentation and this Agreement, including but not limited to Sections 2, 3, 4 and 6, Nucleus grants you a non‑exclusive, worldwide, non‑transferable, non‑sublicensable, revocable, royalty‑free, and limited license to (i) access, download, use and reproduce the Software provided under this Agreement solely for your non‑commercial research and internal evaluation purposes and (ii) create derivative works of the Software provided under this Agreement solely for your non‑commercial research and internal evaluation purposes (collectively, the “License”). You are strictly prohibited from distributing the Software or derivative works (including any derivative weights) to third parties for any purpose.
b. Access to the Software is conditioned on your (i) acceptance of this Agreement and (ii) submission of Nucleus’s access request form and Nucleus’s approval thereof. You may not share or transfer access tokens, credentials, links, or files associated with the Software.
c. You may make a reasonable number of copies of the Documentation solely for use in connection with the License to the Software granted above.
d. Nucleus reserves all rights not expressly granted to Licensee under this Agreement. Without limiting the generality of the foregoing, Licensee acknowledges that the License granted in Section 1 (License Grant) does not constitute (i) a license to use the Software Products in any other manner, (ii) a license to modify the Software Products in any manner other than as expressly permitted in Section 1 (License Grant), and (iii) any other license, whether by waiver, estoppel, implication, equity, or otherwise. Further, Licensee hereby acknowledges and agrees that the License granted in Section 1 (License Grant) does not in any way constitute a transfer or conveyance of copyright ownership in the Software Products to Licensee.
e. Contact partnerships@mynucleus.com for commercial licensing and other inquiries.
02
Restrictions
You will not, and will not permit, assist, or cause any third party to:
a. use, modify, copy, reproduce, create derivative works of, or distribute the Software Products (or any derivative works thereof, works incorporating the Software Products, or any data or outputs produced by the Software Products), in whole or in part, for (i) any commercial or production purposes (including any use intended for or directed toward commercial advantage or monetary compensation, or internal use that supports revenue‑generating products, services, or operations); (ii) clinical or diagnostic purposes or to claim compliance with any regulatory or medical standard; (iii) biometric or genetic processing in violation of applicable law; (iv) in any manner that infringes, misappropriates, or otherwise violates any third‑party rights; (v) in any manner that violates any applicable law, including privacy and security laws, rules, regulations, directives, or governmental requirements (including the General Data Protection Regulation (Regulation (EU) 2016/679), the California Consumer Privacy Act, and any and all laws governing the processing of biometric or genetic information), as well as all amendments and successor laws to any of the foregoing; (vi) in any manner that is misleading or harmful; or (vii) use any portion of the Software Product in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence applications, tools, or systems (x) to train any artificial intelligence or machine learning algorithms, engine or system (collectively, “AI Systems”), or (y) in the development of any such AI Systems;
b. redistribute, publish, host, or share the Software or any derivative works, such as derivative weights, including weight deltas, rounded or binned effect-size tables, ensembles or composite scores, calibration or ancestry/array-specific overlays, or any model or artifact that includes or is derived from the Software, by any means (including public or private repositories, file sharing, torrents, model hubs, or cloud services);
c. sell, resell, sublicense, redistribute, or otherwise transfer the Software Products or any portion thereof to any third party without Nucleus’s prior written consent;
d. alter or remove copyright, watermark, fingerprint, or other proprietary notices which appear on or in the Software Products;
e. utilize any equipment, device, software, or other means to circumvent or remove any security, watermark/fingerprint, gating, or protection used by Nucleus in connection with the Software Products, or to circumvent or remove any usage restrictions, or to enable functionality disabled by Nucleus;
f. disclose the Software Products or any access credentials to any third party;
g. offer or impose any terms on the Software Products that alter, restrict, or are inconsistent with the terms of this Agreement; and
h. (i) violate any applicable U.S. and non‑U.S. export control and trade sanctions laws (“Export Laws”); (ii) directly or indirectly export, re‑export, provide, or otherwise transfer Software Products: (x) to any individual, entity, or country prohibited by Export Laws; (y) to anyone on U.S. or non‑U.S. government restricted parties lists; or (z) for any purpose prohibited by Export Laws; (iii) use or download Software Products if you or they are: (x) located in a comprehensively sanctioned jurisdiction, (y) currently listed on any U.S. or non‑U.S. restricted parties list, or (z) for any purpose prohibited by Export Laws; or (iv) disguise your location through IP proxying or other methods.
Licensee has not been granted any trademark license as part of this Agreement and may not use any name or mark associated with Nucleus without the prior written permission of Nucleus, except to the extent necessary to make the reference required by Section 3 (Copyright Notice; Attribution) of this Agreement.
03
Copyright notice; Attribution
Licensee shall ensure that (a) its use of the Software Products is marked with any appropriate copyright notices specified by Nucleus in a reasonably prominent position in the order and manner provided by Nucleus, and (b) its use of the Software Products, and any information contained therein or produced thereby, cites Nucleus as the source of the Software, which shall include, at a minimum, the following: (i) “Nucleus Origin is licensed under the Nucleus Origin License Agreement, Copyright (c) Nucleus Genomics Inc. All Rights Reserved.”, and (ii) a link to https://mynucleus.com/labs/origin or other URL as specified by Nucleus from time to time. For any published work, academic paper, presentation, or other formal dissemination of materials, including any benchmarks or code, that Licensee makes available, which reference the Software or results produced using the Software, or which rely substantially on the Software Products, Licensee agrees to use the above attribution notice. Nucleus may update the attribution and citation requirements set forth in this Section from time to time upon notice to Licensee
04
Ownership
Licensee acknowledges that all right, title, and interest in and to the Software Products are owned by Nucleus. If Licensee acquires any rights in the Software Products by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Nucleus without further action by either Licensee or Nucleus. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging Nucleus’s rights in and to the Software Products.
05
Disclaimers
THE SOFTWARE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NUCLEUS FURTHER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WHETHER BY STATUTE, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTERS RELATED TO THE SOFTWARE PRODUCTS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, OR NON‑INFRINGEMENT. NUCLEUS MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE PRODUCTS (a) WILL BE ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (b) WILL BE COMPLETE, ACCURATE, RELIABLE OR TIMELY, (c) HAVE BEEN DESIGNED TO MEET LICENSEE’S SPECIFIC REQUIREMENTS OR (d) PRODUCE ANY PARTICULAR RESULTS. NUCLEUS MAY UPDATE, MODIFY, OR DISCONTINUE ANY PORTION OF THE SOFTWARE PRODUCTS AT ANY TIME WITHOUT NOTICE.
THE SOFTWARE PRODUCTS ARE PROVIDED FOR INFORMATIONAL OR RESEARCH PURPOSES ONLY. THE SOFTWARE PRODUCTS, THEIR CONSTITUENT COMPONENTS, AND ANY OUTPUT (COLLECTIVELY, “MODEL MATERIALS”) ARE NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION OR SITUATION WHERE FAILURE OR FAULT OF THE MODEL MATERIALS COULD REASONABLY BE ANTICIPATED TO LEAD TO SERIOUS INJURY OF ANY PERSON, INCLUDING POTENTIAL DISCRIMINATION OR VIOLATION OF AN INDIVIDUAL’S PRIVACY RIGHTS, OR TO SEVERE PHYSICAL, BODILY OR EMOTIONAL DAMAGE (EACH, A “HIGH‑RISK USE”). IF YOU ELECT TO USE ANY OF THE MODEL MATERIALS FOR A HIGH‑RISK USE, YOU DO SO AT YOUR OWN RISK. YOU AGREE TO DESIGN AND IMPLEMENT APPROPRIATE DECISION‑MAKING AND RISK‑MITIGATION PROCEDURES AND POLICIES IN CONNECTION WITH A HIGH‑RISK USE SUCH THAT EVEN IF THERE IS A FAILURE OR FAULT IN ANY OF THE MODEL MATERIALS, THE SAFETY OF PERSONS OR PROPERTY AFFECTED BY THE ACTIVITY STAYS AT A LEVEL THAT IS REASONABLE, APPROPRIATE, AND LAWFUL FOR THE FIELD OF THE HIGH‑RISK USE.
06
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NUCLEUS BE LIABLE TO YOU (A) UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE UNDER THIS AGREEMENT, OR (B) FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR COSTS OF PROCURING SUBSTITUTE SOFTWARE, EVEN IF NUCLEUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
07
Indemnification
You will indemnify, defend, and hold harmless Nucleus and our subsidiaries and affiliates, and each of our respective shareholders, directors, officers, employees, agents, successors, and assigns (collectively, the “Nucleus Parties”) from and against any losses, liabilities, damages, fines, penalties, and expenses (including reasonable attorneys’ fees) incurred by any Nucleus Party in connection with any claim, demand, allegation, lawsuit, proceeding, or investigation (collectively, “Claims”) arising out of or related to: (a) your access to or use of the Software Products (as well as any results or data generated from such access or use), including any High‑Risk Use; (b) your violation of this Agreement, including the License granted herein; or (c) your violation, misappropriation, or infringement of any rights of a third party (including intellectual property or other proprietary rights and privacy rights). You will promptly notify the Nucleus Parties of any such Claims and cooperate with the Nucleus Parties in defending such Claims. You will also grant the Nucleus Parties sole control of the defense or settlement, at Nucleus’s sole option, of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities or remedies set forth in a written agreement between you and Nucleus or the other Nucleus Parties.
08
Termination; Survival
a. This Agreement will automatically terminate upon any breach by you of the terms of this Agreement.
b. We may terminate this Agreement, in whole or in part, at any time upon notice (including electronic) to you.
c. Upon termination of this Agreement for any reason, (i) all rights granted hereunder, including the License, will immediately cease, and (ii) Licensee shall return or destroy, at Nucleus’s option, all Software Products and any other Nucleus materials in its possession, and confirm in writing to Nucleus that it has done so.
d. The following sections survive termination of this Agreement: 2 (Restrictions), 3 (Copyright Notice; Attribution), 4 (Ownership), 5 (Disclaimers), 6 (Limitation of Liability), 7 (Indemnification), 8 (Termination; Survival), 9 (Third Party Materials), 10 (Applicable Law; Dispute Resolution), and 12 (Miscellaneous).
09
Third Party Materials
The Software Products may contain third‑party software or other components (including free and open‑source software) (all of the foregoing, “Third Party Materials”), which are subject to the license terms of the respective third‑party licensors. Nothing in this Agreement will be deemed to be a grant by Nucleus of a license, sublicense, or other grant of a right to Licensee to use any Third Party Materials or any rights under any related third-party license that cannot be licensed, sublicensed or granted for the rights without the consent, approval, or agreement of the related third party, unless such consent, approval, or agreement is first obtained by Licensee. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Materials are solely between you and the third party. Nucleus does not control or endorse, and makes no representations or warranties regarding, any Third Party Materials, and your access to and use of such Third Party Materials are at your own risk.
10
Applicable Low; Dispute Resolution
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Delaware. Notwithstanding any contrary provision of this Agreement, all disputes, claims, controversies and matters relating to or in connection with this Agreement (or the breach thereof) or any transactions hereunder shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in the State of New York before a single neutral arbitrator, with specific intellectual property and software licensing expertise, appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.
All disputes shall be resolved through binding arbitration as set forth above, except that:
(a) Nucleus will be entitled to seek equitable relief in any court of competent jurisdiction for actual or threatened breach of this Agreement. Such relief may include restraining orders, preliminary or permanent injunctions, specific performance, and any other equitable remedy available at law or in equity. Licensee acknowledges and agrees that any breach of this Agreement, including unauthorized commercial use or redistribution of the Software, may cause Nucleus irreparable harm for which monetary damages would be inadequate compensation. In addition to the rights provided herein, Nucleus reserves the right to seek actual damages, including lost licensing revenue, enforcement costs, and reasonable attorneys’ fees, for any unauthorized commercial use or redistribution.
(b) Any court action permitted under this Agreement shall be brought in federal or state courts located in New York, which shall have exclusive jurisdiction over such non-arbitrable claims. Licensee consents to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.
11
License Representations and Warranties
Licensee represents and warrants to Nucleus that (a) it will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Software Products or Nucleus, or cause confusion as to the ownership of the Software Products, and (b) to the best of Licensee’s knowledge, Licensee’s use of the Software Products will not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party or violate any applicable regulation or law.
12
Assignment
Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Nucleus. Any purported assignment or delegation in violation of this Section is null and void. Nucleus may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
13
Miscellaneous
If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severed from this Agreement and will not affect the validity and enforceability of any remaining provisions. The failure of Nucleus to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. This Agreement does not confer any third‑party beneficiary rights upon any other person or entity. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency relationship between you and Nucleus. This Agreement, together with the Documentation, contains the entire understanding between you and Nucleus regarding the subject matter of this Agreement and supersedes all other written or oral agreements and understandings between you and Nucleus regarding such subject matter.
