Nebula Capital License Terms and Conditions
Last updated: November 17, 2025
Nebula Capital and Client agree that these Nebula Capital License Terms and Conditions ("The Terms") shall govern the relationship between the parties as to any Nebula Capital products or services provided or to be provided to Client as set forth in a document incorporating these Terms (an "Ordering Document"). As to any particular Ordering Document, the Ordering Document, the Services Definitions and Service-Specific Terms and Conditions, and these Terms together constitute the agreement of the parties and are referred to collectively herein as the "Agreement".
1. SUBSCRIBED SERVICES, GRANT OF LICENSE
1.1 Services
Nebula Capital, directly or through an affiliate, agrees to provide to Client the products and/or services set forth in the Ordering Document (the "Services"). The Services may include artificial intelligence models, datasets, analytical tools, and insights (the "Licensed Content"), access to and/or use of software, AI platforms, or other technology (the "Nebula Platform"), or other services including premium support and consulting. Specific Services may be defined by and are subject to the Services Definitions and Service-Specific Terms and Conditions included with the Ordering Document. Nebula Capital will make the Services available to the Client via secure cloud-based access accessible by Client with authentication credentials, via an application programmer interface ("API"), or as otherwise mutually agreed by the parties. Subject to the terms and conditions herein, Nebula Capital grants to Client a non-exclusive, non-transferrable license to access and use the Services in accordance with this Agreement and during the Term of this Agreement.
1.2 Evolution of Services
The Services will be provided as they exist and are updated, refined, and enhanced throughout the Term. Information, models, and tools provided as part of any Licensed Content may be updated on an ongoing basis and provided according to the criteria used to define the scope of the subscribed Services. Client understands and acknowledges that the contents of Licensed Content will evolve over time as models are retrained, data is refreshed, and algorithms are improved, and that at any given time it has a right to access and use the services to which it is subscribed as they exist at that time. Certain portions of the Services may be provided by Nebula Capital's third party licensors, technology partners, or data providers, and Nebula Capital's ability to provide such services may be subject to the willingness of such partners to continue to contract with Nebula Capital. Features and functions of the Nebula Platform are provided "as is" and as they may be modified, supplemented, or removed from time to time in Nebula Capital's sole discretion. Nebula Capital shall have no liability to Client for any modification to any Service, provided that the product or service provided substantially conforms to the description in the Ordering Document.
1.3 Ownership
Client acknowledges and agrees that, as between Client and Nebula Capital, the Licensed Content, the Nebula Platform, and any related documentation (including, without limitation, the algorithms, models, architectures, weights, training methodologies, software code, interface design, trademarks, service marks, copyrights, patents, and other intellectual property comprising the Licensed Content or Nebula Platform) are the property of Nebula Capital or its licensors, whether or not they are trademarked, copyrighted, or patented. Client acknowledges and agrees that this Agreement does not transfer any ownership, right, title, or interest in the Licensed Content or Nebula Platform, nor any part thereof, except the limited license provided hereunder, and Client expressly disclaims and waives any and all claims to any ownership interest in any such content, models, or materials.
1.4 Third Party Applications
"Third Party Applications" means computer software programs and other technology that are provided or made available to Client or Authorized Users by third parties, including those with which the Nebula Platform may interoperate. Nebula Capital may make available certain "Integration Tools", which consist of Nebula Platform components designed to allow Client to use the Nebula Platform and the Licensed Content in such a way as to interoperate with one or more Third Party Applications. Nebula Capital is not responsible for and does not endorse any Third Party Applications or external services linked to by the Nebula Platform.
1.5 Availability and Performance Guarantee
Nebula Capital guarantees that the Nebula Platform will be available at least 99.5% of the time in a given calendar month. Nebula Capital commits to providing AI models and analytical outputs that meet or exceed the accuracy benchmarks and performance metrics specified in the applicable Service Documentation. If at any time during the Term the Services fail to meet the specified performance standards by more than 10%, upon notice from the Client, Nebula Capital shall have 30 days to remediate the Services to meet the specified standards.
1.6 Support
Nebula Capital will provide reasonable technical assistance and ongoing support to assist Client and Authorized Users in accessing and utilizing the Licensed Content and Nebula Platform. Nebula Capital will make its technical personnel available by email, secure messaging, video conference, or phone for consultation, problem resolution, or technical questions between the hours of 8:00 a.m. and 6:00 p.m. Mountain Time (Monday – Friday) and will make reasonable efforts to acknowledge support requests within 12 business hours.
2. AUTHORIZED USE OF LICENSED CONTENT AND NEBULA PLATFORM, RESTRICTIONS
2.1 Authorized Users
Client shall be entitled to designate persons as users of the Services ("Authorized Users") up to the number of Authorized Users subscribed as stated in the Ordering Document. Each Authorized User will be provided unique authentication credentials. Such credentials may not be shared and may not under any circumstances be used by anyone who is not an Authorized User. Client shall be responsible for compliance with the terms of this Agreement by all Authorized Users, including, without limitation, the restrictions on use and transfer of Licensed Content set forth herein.
2.2 Qualification of Authorized Users
Client shall not designate any person as an Authorized User unless such person is: (a) a natural person and (b) an employee of Client. Client may designate a non-employee (i.e., an independent contractor or consultant) as an Authorized User only with Nebula Capital's prior written permission and provided Client takes reasonable steps to ensure such non-employee uses the Services only as permitted under this Agreement.
2.3 Authorized Uses and Restrictions
Client shall not access or use the Services for any purpose except for Client's internal business operations, research and development, data analysis, business intelligence, strategic planning, and other lawful commercial purposes. Client shall not distribute, sublicense, transfer, sell, or make available any of the Licensed Content, AI model outputs, or any part of the Services to any third party for commercial purposes. Client shall not use the Licensed Content or outputs from the Services to create competing products or services, to train competing AI models, or to reverse-engineer the underlying algorithms, architectures, or methodologies employed by Nebula Capital.
2.4 Permitted Use of Nebula Platform, Restrictions
Client is permitted to use the Nebula Platform solely for the purpose of accessing and using the Licensed Content as permitted by this Agreement. Client will not (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or model architectures from any of the Nebula Platform; (b) reproduce, modify, create derivative works of, or prepare adaptations of any of the Nebula Platform or related documentation; (c) distribute, publish, or display any of the Nebula Platform or related documentation other than to Authorized Users; (d) share, sell, rent, lease, or otherwise provide access to the Nebula Platform to third parties; (e) disclose the results of any performance benchmarks, model accuracy tests, or comparative analyses of the Nebula Platform to any third parties without Nebula Capital's prior written consent; or (f) use automated scraping tools, bots, or similar methods to extract data or content from the Nebula Platform.
2.5 Limitations on Use of the Services
Client shall use the Services in a responsible and professional manner consistent with the intended and permissible uses herein and consistent with standard industry practice. Nebula Capital may implement technological measures to enforce reasonable usage limits to prevent excessive use, including excessive API calls, compute resource consumption, or data exports that indicate a violation of this Agreement.
2.6 Client Data
Client is solely responsible for all data, files, information, content, training datasets, prompts, queries, and other materials that are uploaded, submitted, transmitted, or otherwise provided by Client in connection with Client's use of the Services (collectively, "Client Data"). Client represents and warrants that it has all rights and authority necessary to provide Client Data to Nebula Capital without violation of any third party rights. Client shall not transmit any protected health information (PHI), financial account information, social security numbers, or other sensitive personal data to Nebula Capital without express written authorization.
3. TERM AND TERMINATION
The "Initial Term" of the Agreement is that which is set forth in the Ordering Document. The Agreement is not cancellable and shall remain in effect until it expires or is earlier terminated according to its terms. Either party may terminate this Agreement immediately, without further obligation to the other party, in the event of a material breach of this Agreement by the other party that is not remedied within twenty-one (21) days after the breaching party's receipt of written notice of such breach.
4. FEES AND TAXES
Client shall pay all fees stated in the Ordering Document and any other fees applicable to its subscription to Services as provided hereunder (the "Subscription Fee"). All Subscription Fees are due upon execution of the Ordering Document. All amounts payable by Client under this Agreement will be paid to Nebula Capital without setoff or counterclaim, and without any deduction or withholding. If Client fails to timely make any payment of Subscription Fees, Nebula Capital may, in its sole discretion, restrict or suspend Client's access to the Licensed Content and Nebula Platform until all past-due payments are made.
5. DATA PROTECTION AND CONFIDENTIALITY
Client acknowledges and agrees that Nebula Capital will operate in accordance with its published Privacy Policy. "Confidential Information" of a party means such party's proprietary algorithms, model architectures, training methodologies, artificial intelligence techniques, business information such as pricing models, client lists, partner relationships, strategic plans, and financial projections not yet announced or disclosed to the public.
Each party shall keep in confidence all Confidential Information of the other party and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care.
6. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates, and that it has the requisite power and authority to enter this Agreement. Nebula Capital represents and warrants that (a) it possesses all necessary authority and permissions to provision Client with access to the Licensed Content and Nebula Platform; (b) the information and AI models contained in the Licensed Content have been developed in compliance with applicable data protection and privacy laws and regulations; and (c) it has the requisite power and authority to provide and supply the Services.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INSTANCES OF A PARTY'S OR ITS AGENT'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL, LOST BUSINESS, LOST OR CORRUPTED DATA, OR LOST PROFITS DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.
CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED BREACH BY NEBULA CAPITAL OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS TERMINATION BY WRITTEN NOTICE TO NEBULA CAPITAL, AND REFUND OF A PRORATED PORTION OF THE SUBSCRIPTION FEES THAT CLIENT HAS PAID. NEBULA CAPITAL'S MAXIMUM LIABILITY TO CLIENT SHALL BE THE AMOUNTS ACTUALLY PAID TO NEBULA CAPITAL BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO CLIENT'S CAUSE OF ACTION.
8. DISCLAIMER OF WARRANTIES
EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE LICENSED CONTENT, NEBULA PLATFORM, AND ANY OTHER SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. NEBULA CAPITAL DOES NOT REPRESENT, COVENANT, WARRANT, OR PROMISE THAT ANY OF THE SERVICES, INCLUDING AI MODELS, ANALYTICAL TOOLS, OR INSIGHTS, MAY BE USED OR RELIED UPON BY CLIENT TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY.
NEBULA CAPITAL MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI MODEL OUTPUTS, PREDICTIONS, OR ANALYTICAL RESULTS, AND CLIENT ACKNOWLEDGES THAT ALL BUSINESS DECISIONS BASED ON SUCH OUTPUTS ARE MADE AT CLIENT'S SOLE RISK AND DISCRETION.
9. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Nebula Capital and its officers, directors, employees, members, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (a) Client's access or use of the Licensed Content in violation of any law, (b) Client's violation of any provision of this Agreement, or (c) the use of any Licensed Content or Nebula Platform by any third party to whom Client has granted access.
Nebula Capital shall indemnify Client for any damages finally awarded by any court of competent jurisdiction against Client in any legal proceeding brought by a third party alleging that the Licensed Content or Nebula Platform infringes upon or violates the intellectual property rights of any such third party.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of the State of Wyoming, USA, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration administered by JAMS in Cheyenne, Wyoming, pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitration award shall be final and binding, and such award may be entered in any court having jurisdiction.
Each party irrevocably consents to the personal jurisdiction of the state and federal courts located in the State of Wyoming for purposes of any lawsuit seeking to enforce this Agreement.
11. MISCELLANEOUS PROVISIONS
11.1 Entire Agreement
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written. In the event of any conflict between the Ordering Document and these Terms, these Terms shall prevail unless the Ordering Document expressly provides that it is modifying these Terms.
11.2 Amendment
Nebula Capital may propose amendments to this Agreement at any time by providing notice of such proposed amendments. Such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Client informs Nebula Capital that it does not accept such amendments.
11.3 Export Compliance
The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Client will not permit any Authorized User to access or use any Services in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
11.4 Contact Information
For questions about these Terms, contact us at: info@nebulacapital.io
12. AUDIT
During the Term of this Agreement and for a period of two (2) years after its expiration or termination, Client shall maintain complete and accurate records of Client's use of the Licensed Content and Nebula Platform sufficient to verify compliance with this Agreement. Client shall permit Nebula Capital and its auditors, upon reasonable advance notice and during normal business hours, to examine such records and any systems used by Client in connection with the Licensed Content. The scope of any such audit will be limited to verification of Client's compliance with the terms of this Agreement. Any audit performed under this section shall be at Nebula Capital's expense, unless the audit uncovers material non-compliance with this Agreement, in which case, Client shall reimburse Nebula Capital for its reasonable out-of-pocket expenses incurred in performing such audit.
13. ADDITIONAL MISCELLANEOUS PROVISIONS
13.1 Marketing
Client hereby authorizes Nebula Capital to use Client's name and logo for its marketing efforts unless and until such authorization is revoked in writing.
13.2 Assignment
Either party hereto may assign this Agreement to a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) without the other party's consent, provided however that (a) Client's assignment hereof shall be effective only after fourteen (14) days' written notice to Nebula Capital, and (b) Client may not assign this agreement to any competitor of Nebula Capital without Nebula Capital's express written consent. No rights or obligations under this Agreement may be assigned or delegated except as provided in this section without the prior written consent of the other party, and any assignment or delegation in violation of this section shall be void.
13.3 Force Majeure
Neither Nebula Capital nor any of its affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, cloud infrastructure failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.4 Severability
If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement is to remain in effect as written. Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement.
13.5 Suggestions and Feedback
Nebula Capital shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Client, including Authorized Users, relating to the operation of the Services or Beta Services provided such information does not include any Client Confidential Information.
13.6 Entire Agreement
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written. Any un-expired subscription set forth in any Ordering Document or agreement between the parties for access to Nebula Capital Services shall be governed by the terms hereof. In the event of any conflict between the Ordering Document and these Terms, these Terms shall prevail unless the Ordering Document expressly provides that it is modifying these Terms with respect to such Agreement.
13.7 Amendment
Nebula Capital may propose amendments to this Agreement at any time by providing notice of such proposed amendments in a manner permitted hereunder. Such proposed amendments shall be deemed accepted and become part of this Agreement thirty (30) days after the date such notice is given unless Client informs Nebula Capital that it does not accept such amendments. In the event Client informs Nebula Capital that it does not accept the proposed amendments, the proposed amendments will not take effect and the existing terms will continue in full force and effect. No other modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Nebula Capital and Client.
13.8 Notices
Client shall provide an email address for notices under this Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to Nebula Capital shall be sent to info@nebulacapital.io. If Client fails to provide an email address for notices, Nebula Capital may provide notices hereunder by any means reasonably calculated to provide Client with actual notice thereof.
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Nebula Capital LLC, a Wyoming limited liability company with principal place of business at 30 N Gould Ste R, Sheridan, WY 82801