Terms of service
These Terms were last updated on October 22, 2025.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OR ACCESSING THE WEBSITE AND NUCLEUS SERVICES, AS THEY CONSTITUTE A WRITTEN AGREEMENT BETWEEN YOU AND US AND THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.
THESE TERMS OF SERVICE REQUIRE THAT YOU ARBITRATE ANY DISPUTES YOU MAY HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.
Welcome! Nucleus Genomics is a business engaged in next-generation consumer-initiated genetic testing and analysis. These Terms of Service (“Terms”) govern your use of the websites, platforms and web-based services (each a “Website”), other services provided by or through Nucleus (collectively, with the Website, the “Services”) and any and all products offered for sale or use in connection with the Services (the “Products”), which are made available by Nucleus Genomics Inc., along with any of its affiliates (collectively referred to as “Nucleus,” “us” and “we”). Terms such as “you” and “your” refer to the person accessing or using any Services or Products, and in either case, any person or entity on whose behalf you are acting. The Services and Products are offered and made available to individuals who are 18 years or older. By using the Services, including this Website, or Products, you represent and warrant that you are at least 18 years old. If you are not eligible to use the Services, including the Website, or Products you may not access or use such Services or Products.
By using the Services or Products, you agree to the most recent version of these Terms and our Privacy Policy, incorporated herein by reference. In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Services, Products or to a service or product offered via the Services (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Services from time to time may be governed by different terms of use. If you do not agree to these Terms, you may not use the Services or Products. We reserve the right to change these Terms without prior notice. Modifications shall become effective upon being posted on this or a similar page of our Website. By your continued use of any Services or Products after any changes are posted, you consent to and accept these Terms and any changes. Except as provided in this paragraph, these Terms may not be amended.
IMPORTANT NOTE REGARDING WEBSITE CONTENT, SERVICES AND PRODUCTS
ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR THE INFORMATION PROVIDED ON OR THROUGH THE SERVICES AND PRODUCTS. NO CONTENT OR MATERIAL YOU MAY ENCOUNTER ON OR THROUGH THE SERVICES OR PRODUCTS IS INTENDED TO BE RELIED ON FOR MEDICAL DIAGNOSIS, TREATMENT OR OPINION. NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION PROVIDED ON OR THROUGH THE SERVICES OR PRODUCTS.
All content made available through the Services or Products is solely for general information purposes and does not replace the relationship that you have with your healthcare professionals. The content made available through the Services or Products is not medical advice. You should always talk to your qualified physician or healthcare professionals for diagnosis and treatment, including information regarding which drugs or treatment may be appropriate for you and your family planning goals. None of the information made available on or through the Services or Products represents or warrants that any particular drug or treatment is safe, appropriate or effective for you. Health information changes quickly. Therefore, it is always best to confirm information with your healthcare professionals.
If you enter into any other agreement with Nucleus, then these Terms are in addition to the terms of such other agreements.
01
Disclaimer of Warranties
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND PRODUCTS AND ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES OR PRODUCTS ARE PROVIDED ON AN “AS IS” AND AS-AVAILABLE BASIS. WE AND ANY THIRD PARTIES PROVIDING ANY CONTENT ON OR THROUGH THE SERVICES EXPRESSLY DISCLAIM ANY WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE. THERE IS NO WARRANTY THAT ANY SERVICE OR PRODUCT WILL OPERATE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. WE MAKE NO WARRANTIES OF ANY KIND WHATSOEVER AS TO THE RESULTS THAT YOU WILL OBTAIN FROM RELYING UPON THE SERVICES OR PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT WE, AS WELL AS ALL OF OUR SUPPLIERS AND VENDORS, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES, DAMAGES, OR LIABILITIES OF ANY NATURE WHATSOEVER ON ACCOUNT OF OR ASSOCIATED WITH THE USE OF ANY SERVICE OR PRODUCT.
IN THE EVENT THE SERVICE CONTAINS ANY PRICING ERRORS, INACCURATE OR OUTDATED INFORMATION, OR OTHER ERRORS, WE RESERVE THE RIGHT TO CORRECT SUCH ERRORS AND ARE NOT REQUIRED TO HONOR ANY PRICING OR OTHER ERRORS. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH ANY SERVICE OR FOR ANY ACT OR OMISSION BY US RELATED TO ANY SERVICE, AS WELL AS ANY RESULTING ALLEGED INJURY OR DAMAGE, IS TO STOP USING THE SERVICE.
IF ANY OF THE ABOVE OR BELOW LIMITATIONS OR DISCLAIMERS ARE NOT PERMITTED IN ANY PARTICULAR STATE OR JURISDICTION, THEN SUCH ITEM IS DEEMED AMENDED AS MINIMALLY NECESSARY FOR LEGAL COMPLIANCE, OR IF AMENDMENT IS NOT POSSIBLE, THEN SUCH ITEM IS DEEMED DELETED, AND THE REMAINDER OF THESE TERMS REMAINS IN FULL FORCE AND EFFECT.
02
Limitation of Liability
NUCLEUS AND OUR RESPECTIVE VENDORS AND SUPPLIERS (“SERVICE-RELATED PARTIES”) SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR, NUCLEUS AND ITS VENDORS/SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SERVICES, PRODUCTS OR THE INFORMATION CONTAINED THEREIN, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF NUCLEUS OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE, LIABILITY OF THE SERVICE-RELATED PARTIES, INCLUDING ALL AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IF ANY, FOR ANY SUCH LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. $100.00. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE, AND THE REMAINDER SHALL SURVIVE.
You acknowledge and agree that our suppliers are third-party beneficiaries of these Terms, with the right to enforce the limitations of warranty and liability set forth herein with respect to the respective technology of such suppliers.
03
License to Use the Services and Content Ownership
Subject to these Terms, we grant you a personal, nontransferable, nonexclusive, revocable, limited license to use the Services for your personal, noncommercial use only. All rights, title, and interest in and to the Services, including the content, and all intellectual property rights, including all copyright, trademark, patent, and trade secret rights therein shall remain with us and our licensors and vendors, and no ownership interest is transferred to you or any other entity by virtue of making content available on or through the Services, granting the foregoing licenses or entering into these Terms.
In the event you choose to provide us with any feedback, suggestions, or similar communications, all such messages (collectively, “Feedback Messages”) will be considered non-personal, non-confidential (except for personal information as described in our Privacy Policy) and nonproprietary. You hereby grant us a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback Messages, in whole or in part, and including all intellectual property rights therein.
Some Services operated by us include trademarks or logos belonging to other third-party licensors and are used pursuant to an agreement with such third parties.
04
Product Offerings
We offer certain Product offerings, including Nucleus Family, Nucleus Health, Nucleus Embryo and Nucleus IVF+. The Product offerings, including access to any Services and any content made available therein, are for informational purposes only and are not a substitute for qualified medical advice, medical care or counseling from your own healthcare professional or medical provider. A description of such Products is provided below:
Nucleus Health & Nucleus Family
When you purchase Nucleus Health or Nucleus Family, you will receive either (i) one (1) at-home cheek-swab kit; or (ii) two (2) at-home cheek-swab kits (one per partner), respectively, depending on the package you select, for whole-genome sequencing with carrier screening and the ability to sync results between partners. In addition to the foregoing, this Product includes CLIA-certified lab processing and digital reports viewable through the Service. You understand and agree that, in the U.S., these Products are physician-ordered and reviewed. In order to use these Products, you will be responsible for reviewing and signing certain consent forms, including the genetic testing and trait analysis consent form(s) and, if in the U.S., our independent physician network’s informed consent for telehealth services, which will be provided upon signing up for such Product.
Nucleus Embryo
When you purchase Nucleus Embryo, you will have access to software-based embryo analysis, which allows comparison of embryos across broad health and trait categories. This Product includes embryo analysis for up to twenty (20) embryo PGT files. In addition to the foregoing, this Product includes: (i) analysis and comparison covering hereditary disorders and additional analyses beyond basic viability (e.g., cancers, chronic conditions, neurological/mental health and appearance); (ii) two (2) Nucleus Family carrier screening DNA kits for the biological parents; (iii) one (1) genetic counseling session with a Nucleus-designated counselor to review pre-conception screening results; and (iv) automatic updates to embryo analysis results as models and science improve. In order to use this Product, you will be responsible for reviewing and signing certain consent forms, including the embryo consent form, which will be provided upon signing up for such Product, and for uploading or otherwise coordinating the upload of your embryo data to the Service.
Nucleus IVF+
When you purchase Nucleus IVF+, you will have access to Nucleus Embryo as well as Nucleus’s IVF concierge service, which includes facilitation with fertility clinics. As with Nucleus Embryo, in order to use this Product, you will be responsible for reviewing and signing certain consent forms, including the embryo consent form and any consent forms required by your third party fertility clinic, which will be provided upon signing up for such Product, and for uploading or otherwise coordinating the upload of your embryo data to the Service.
General Disclaimers
Nucleus reserves the right to update the descriptions of Products in Nucleus’s sole discretion as Nucleus improves its models, reporting and product features. You hereby acknowledge and agree that none of the Products provide medical diagnosis, treatment or advice, nor are results, reports or analyses reviewed by physicians.
05
Fees
We will collect your payment for Services and Products. We reserve the right to change prices in our sole discretion at any time; however, the Service will reflect then-current prices. The Services and Products are paid for by you and are not intended to be reimbursed by any health insurance plan. We do not submit or process insurance paperwork or claims for the Services or Products provided within the scope of these Terms. By continuing with your use of the Services, you understand and agree that you are responsible for paying all fees associated with the Services and Products being offered by or through Nucleus at the rates stated on the Service.
06
Order, Cancellation, and Refund Policies
A. Nucleus Family & Nucleus Health
By purchasing either Nucleus Family or Nucleus Health, you confirm the shipping address, name, and date of birth are accurate and your own. Once an order is submitted, it cannot be modified. We rely on accurate information to ensure that shipments and the required reviews are completed correctly. All Nucleus Family and Nucleus Health orders require completion of a health questionnaire, which improves the precision of your genetic and lifestyle analysis. We cannot mail the DNA kit until you complete it. If you do not complete it, any refund request must still be made within seven (7) days of the order or gift date.
All DNA samples must be received by our laboratory for processing within one (1) year of the order date. After one (1) year, samples cannot be processed. Your account will be terminated, and you must place a new order to receive results.
By purchasing, you understand that we will immediately process your order to ensure safety, accuracy, and reliability. To request a refund or cancellation, please email concierge@mynucleus.com. If approved, refunds are issued to the original form of payment, minus a $100 review fee. Because of the professional services related to this Product, all refunds and cancellations incur a $100 review fee. Due to strict safety and testing protocols, we do not accept returns of DNA kits once they have been processed and shipped. Furthermore, no refunds will be issued once a returned DNA sample is received by our laboratory for processing.
Cancellation and refund requests are subject to the following conditions: (a) Nucleus Family and Nucleus Health Product Offerings ordered directly by you may be canceled within seven (7) days of the original order date; and (b) Gifted Nucleus Family and Nucleus Health Product Offerings may be canceled within seven (7) days of the gift date, which is the date chosen to notify the recipient.
B. Membership Renewal
If you purchased a membership plan, such membership plan renews annually on its anniversary date. You may cancel or turn off the renewal at any time and receive a refund under the following conditions:
(i) Cancellation before a term starts: Cancel your membership before the new term begins and you will not be charged for that upcoming term. Your membership will remain active through the end of the current membership term and you will retain access to membership features until such term ends.
(ii) Cancellation within the first seven (7) days of a term: If you cancel your membership within seven (7) days of the start of a new term, you are eligible for a full refund of that term’s membership fee.
(iii) Cancellation after seven (7) days: If you cancel your membership after the first seven (7) days of a term, no refund will be provided for that term. Your membership will remain active through the end of the current membership term and you will retain access to membership features until such term ends.
C. Nucleus Embryo & Nucleus IVF+
If you purchase either Nucleus Embryo or Nucleus IVF+, you may request a refund of such Product Offering fee within fourteen (14) days of the original purchase date; provided, that you have not uploaded your embryo data to the Nucleus platform or met with a fertility clinic or provider in connection with Nucleus IVF+, at which point, the Product Offering fee shall be non-refundable.
D. Order Policies
Customers outside the U.S. are responsible for ensuring import of the testing kit and export of the sample is permitted. Nucleus is not liable for kits or samples delayed, confiscated, or destroyed by customs or authorities. You acknowledge that you are the importer of record for any kit shipped outside the U.S. You authorize Nucleus and its designated carrier/broker to act solely as your agent for customs clearance, but you retain all legal responsibility for the import.
Nucleus does not accept DNA samples that are collected in or returned from the state of New York. If you receive a DNA kit within the state of New York, you must collect your DNA sample and mail it from another state. By purchasing a Product offering that includes a DNA kit, you represent and warrant that your DNA sample will not be collected in the state of New York and will not be mailed or otherwise returned from the state of New York. DNA samples collected in or returned from the state of New York will not be processed and may be destroyed in accordance with our policies. If a DNA sample is submitted in violation of these restrictions no refund will be issued except where required by law.
We may refuse or cancel orders at any time at our sole discretion if we believe delivery of the Service or any Product would violate any law. In such cases, you will be refunded for any purchase price, and we shall not be liable for any damages or costs apart from that refund.
07
Indemnification
You agree to indemnify and hold Nucleus, its business partners, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of your use of any Service or Product, the violation of these Terms, or infringement by you, or other user of any Service or Product using your computer, of any intellectual property or any other right of any person or entity. This includes products and services that are hosted on or made available through our Service, as well as any created or developed by a third-party vendor or partner which are integrated into any Service. In addition, if you choose to provide your information to third parties, including for genetic counseling or diagnostic purposes, you agree to defend and hold harmless Nucleus, its business partners, officers and employees from any and all liability arising from such disclosure or use of your information.
08
Modifications and Interruption to Service
Nucleus reserves the right to modify or discontinue any Service or Product with or without notice to you. Nucleus shall not be liable to you or any third party should we exercise our right to modify or discontinue any Service or Product. You acknowledge and accept that Nucleus does not guarantee continuous, uninterrupted or secure access to any Service and operation of any Service or Product may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
09
Third-Party Sites
Our Services may include links to other websites, applications, or services that are owned or operated by third parties. You acknowledge that we are not responsible for the availability of, or the content, accuracy, or accessibility of any third-party site. You should contact the site administrator for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each third-party site or service, and we are not responsible therein. We encourage you to review the terms of use and privacy policies of third-parties’ sites.
10
Disclaimer of Medical Advice
You understand and acknowledge that you are responsible for your own medical care, treatment, and oversight. All of the content made available on or through the Services and Products, including text, treatments, dosages, outcomes, charts, profiles, graphics, photographs, images, advice, messages, forum postings, are for informational purposes only and are not intended to be a substitute for independent professional medical judgment, advice, diagnosis, or treatment. Our content is not intended to establish a standard of care to be followed by a user of our Services or Products. You understand and acknowledge that you should always seek the advice of your qualified physician or other healthcare provider with any questions or concerns you may have regarding your health, including any family planning goals. You also understand and acknowledge that you should never disregard or delay seeking medical advice relating to treatment or standard of care because of information featured on or made available through our Products or Services.
Our Services may contain information regarding research studies, clinical trials, and clinical treatments. This is informational only and does not constitute an endorsement of any kind by us of any such study, trial, or treatment. Nucleus assumes no responsibility for informing users regarding any such studies, trials, and treatments and makes no guarantee as to the completeness or accuracy of such information. Nucleus also assumes no responsibility for connecting any user with the provider of a research study, clinical trial or clinical treatment. Furthermore, Nucleus assumes no responsibility for ensuring the qualification of a user or participation of any user in any such study, trial or treatment. It is the responsibility of each user to contact the relevant investigators and pursue participation in a study, trial or treatment.
NUCLEUS SHALL NOT BE HELD RESPONSIBLE FOR ANY ACTION TAKEN THAT IS BASED ON THE INFORMATION PRESENTED ON OUR OR THROUGH THE SERVICES OR PRODUCTS. NUCLEUS EXPRESSLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF OUR SERVICES OR PRODUCTS, EVEN IF NUCLEUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH THE USE OF OUR SERVICES OR PRODUCTS, THE INABILITY TO USE OUR SERVICES OR PRODUCTS, OR ANY ERRORS OF OMISSIONS IN THE CONTENT OF OUR SERVICES OR PRODUCTS.
11
Mobile Application Access
When using a Nucleus application or accessing the Services via your mobile device, you may incur additional charges from your wireless provider for these mobile services. You agree that you are solely responsible for any such charges. Standard messaging and data rates may apply.
12
Compliance with Laws; Restrictions on Use of Services and Products
You are responsible for compliance with all applicable laws. You may not use any Service or Product in any way that violates applicable state, federal, or international laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
By using our Services and/or Products, you represent that you are not a person barred from receiving genetic testing services under the laws of your jurisdiction. If you reside in a location where genetic testing requires authorization or is unlawful, you must not use our Services or order our Products. You agree to defend, indemnify, and hold Nucleus and its affiliates harmless from any claim, liability, penalty, or loss arising out of your use of the Services or Products in violation of any law or regulation in the country from which you access the Services or Products.
Additionally, you agree not to use the Services:
For exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personal information, or otherwise;
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms;
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
To impersonate or attempt to impersonate Nucleus, a Nucleus employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing);
To transmit any sexually explicit material;
To engage in any other conduct, including discrimination or harassment, that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Nucleus or users of the Service, or expose them to liability;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services, the server on which the Service is hosted, or any server, computer, or database connected to the Service; or
Otherwise attempt to interfere with the proper working of the Service.
13
Accounts
Access to certain areas of our Service is limited by a user ID (“User ID”) and password, which are selected and/or supplied as part of the registration for an account with Nucleus.
By creating an account, you represent, warrant and covenant that: (a) you are at least 18 years of age; (b) you are using your actual identity; (c) you have provided only true, accurate, current and complete information about yourself during the registration process; (d) you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete; and (e) you will have obtained registration and will use our Service only for the activities permitted by such registration. By logging onto our Service using any password, you represent, warrant and covenant that you are authorized to use such password and to engage in the activities that you conduct thereunder. You agree that you will be solely responsible for the maintenance and security of your User ID and password. You also agree that you will be solely responsible for any activities conducted on or through our Services. Your User ID and password are unique to you, and you agree to be solely responsible for disclosing and sharing your User ID and password with any third party for the purpose of logging into your account.
If you decide to terminate your account, you will not be able to access your account or any information contained therein. We will not retain any information or data, unless required to do so by law or regulation. It is your responsibility to retain your information outside of your account prior to termination.
14
Security
You are responsible for creating or changing your password upon creating an account with Nucleus. You are also responsible for safeguarding and maintaining the secrecy of your password at all times. We believe that we have taken reasonable security steps; however, nothing is entirely hacker-proof or foolproof, and you accept the risk of conducting medical, financial and private transactions via the Internet, should you decide to do so. You agree that Nucleus is not responsible or liable for the illegal actions of third parties (e.g., hackers).
15
Copyright and Trademark Information
Unless otherwise indicated or attributed, all content included or available on the Service, including site design, text, graphics, interfaces, and the selection and arrangements thereof is ©2021-2025 Nucleus, with all rights reserved, or is the property of Nucleus and/or third parties protected by intellectual property rights. Any use of materials on any Service, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Nucleus is strictly prohibited. You agree that you will not use or enable any robot, spider, or other automatic device, or manual process to monitor or copy our Services or the content contained therein without prior written permission of an authorized officer of Nucleus. Nucleus is a proprietary mark and may not be used in connection with any product or service that is not provided by Nucleus, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Nucleus. All other trademarks displayed on our or through our Services or Products are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those third parties. In addition, such use of trademarks or links to any services of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with Nucleus.
16
Copyright Infringement - DMCA Notice
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material on this website infringes a copyright owned by you, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked, to: Nucleus General Counsel, 8000 Norman Center Drive, Bloomington, MN 55437.
The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the website should be sent to the address above.
17
Other Terms
If any provision of these Terms shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that these Terms and any other agreements referenced herein may be assigned by Nucleus, in our sole discretion, in whole or in part, to an affiliate, or to a third party, without prior notice to you. These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your use of any Service or Product. Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of any Service or Product, you agree to inform us in writing and to give us thirty (30) days to cure the harm before initiating any action. You agree to bring any and all claims involving us or any Service or Product within twelve (12) months of the date on which such claim first arises; all claims not brought by you within such time period are waived. All sections of these Terms which, by their nature are designed to survive expiration or termination of these Terms shall survive. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. You agree that we may provide any and all notices to you by email, telephone, mobile phone, text message, as well as by any other method, including through the Service.
18
Contact
You may contact us as follows:
Nucleus Genomics Inc.
Attn: Nucleus General Counsel
8000 Norman Center Drive
Bloomington, MN 55437
19
Dispute Resolution
Certain portions of this Section 19 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Nucleus agree that we intend that this Section 19 satisfies the “writing” requirement of the Federal Arbitration Act.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Services, Products, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Nucleus’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 19.D), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 19.A. Your notice to us must be sent to: concierge@mynucleus.com. For a period of sixty (60) days from the date of receipt of notice from the other party, Nucleus and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Nucleus to resolve the Dispute or Excluded Dispute on terms with respect to which you and Nucleus, in each of our sole discretion, are not comfortable.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in Section 19.A (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND NUCLEUS (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. To the extent permitted by applicable law, the Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Nucleus and you regarding these Terms (and any Additional Terms) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Nucleus and you agree, however, that the applicable state, federal or provincial law, as contemplated in Section 20 below, shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Nucleus regarding these Terms and the Nucleus services, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to any jurisdiction’s choice of law principles.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Nucleus consent to in writing. To the extent permitted by applicable law, if an in-person arbitration hearing is required, then it will be conducted in New York, New York. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Nucleus to pay a greater portion or all of such fees and costs in order for this Section 19 to be enforceable, then Nucleus will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitration will be conducted by a single arbitrator who will apply and be bound by these Terms and any Additional Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration and class action waiver provisions are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
C. Limited Time To File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 19.A) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
D. Injunctive Relief. The foregoing provisions of this Section 19 will not apply to any legal action taken by Nucleus to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Services, Products and/or Nucleus’s intellectual property rights (including such Nucleus may claim that may be in dispute), Nucleus’s operations, and/or Nucleus’s Services or Products.
E. No Class Action Matters. YOU AND NUCLEUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section 19.B to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 19.F. Notwithstanding any other provision of this Section 19, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
F. Jurisdictional Issues. Except where arbitration is required above or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in New York, New York. Accordingly, you and Nucleus consent to the exclusive personal jurisdiction and venue of such courts for such matters.
G. Small Claims Matters are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in U.S. small claims court of competent jurisdiction.
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Availability of Products and Services
The Service is operated in the United States, and is primarily intended for users located in the United States. Nucleus makes no representation that the Services or Products are appropriate or available for use beyond the United States. If you use the Services or Products from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws, if and to the extent local laws apply. We reserve the right to limit the availability of the Services and/or the provision of any Products, program, service, or other feature described or available on the Service to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
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Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New York (excluding its conflicts of law rules).
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Entire Agreement
These Terms (together with our Privacy Policy and, if applicable, the Cookie Policy, any Notice of Privacy Practices and Informed Consent to which you agree in connection with the Products) contain the entire understanding and agreement between you and us with respect to the Services and Products and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and us with respect to the Service and your use of the Services and/or Products.
These Terms were last updated on October 22, 2025.
