# Nucleus Revenue Share Policy **Version 1.0.5, last updated 25 October 2026** This Policy sets out the Revenue Share you owe FirstGearGames ("Licensor") for your use of Nucleus under the Nucleus Software License Agreement (the "Agreement"). Capitalised terms not defined here have the meaning given in the Agreement. ## 1. What triggers the Revenue Share The Revenue Share applies to each of Your Projects that incorporates the Software. It does not accrue at all until that Project has earned cumulative Gross Revenue of **US $500,000** (the "Revenue Threshold"). It applies the same way whether you built Your Project on Nucleus Free or Nucleus Pro. **The Revenue Share is per Project, not per organisation.** Each Project is assessed on its own: its Gross Revenue, the Revenue Threshold, the Assessment Date, and the Cap all apply to that Project alone, and revenue from different Projects is never combined. A sequel or other separate title is a separate Project; an expansion, downloadable content, or update to a Project is part of that Project. ## 2. Definitions for this Policy **"Gross Revenue"** means all amounts received from or in connection with Your Project by you, your publisher, or anyone else in its chain of distribution, in any form and through any channel, measured cumulatively over the life of Your Project. This includes, without limitation, revenue from: sale of the Project itself; in-app and in-game purchases of any kind, including an item or cosmetic shop, virtual goods, virtual currency, loot boxes, and battle or season passes; subscriptions and memberships; downloadable content and expansions; and advertising and sponsorship. **Gross Revenue applies whether or not the Project is itself sold:** a Project offered free of charge is still subject to this Policy on all revenue it earns by any means. Each amount is counted once, at the first point it is received after any commission a storefront, platform, or app store keeps from the sale, and before any publisher, distributor, or other partner takes its share. For example, if a store keeps US $3 of a US $10 sale and pays US $7 to your publisher, who passes US $3.50 to you, Gross Revenue is US $7, not US $3.50 and not US $10.50. It is otherwise counted before any deduction, except that it excludes only (a) refunds and chargebacks you actually pay out, (b) sales, use, or value-added taxes you collect and remit to a tax authority, and (c) funding, as described next. **Funding is not Gross Revenue.** Money received to fund Your Project is excluded: equity investment, loans, grants, and payments from a publisher or distributor toward its development, whether recoupable or not. The Project's sales are still counted as above, so nothing is counted twice. A development payment for a Project that will not be sold or otherwise monetised, such as a commissioned work, is Gross Revenue, as are payments for the right to distribute, feature, or include Your Project, such as a platform exclusivity or subscription-service deal, and crowdfunding in which backers receive the Project, access to it, or rewards. **"Assessment Date"** means the date six (6) months after Your Project first reaches the Revenue Threshold. **"Deadline"** means the date one hundred and twenty (120) days after the Assessment Date. **"Cap"** means the maximum Revenue Share payable for a single Project under the pay-on-time incentive: **US $250,000**. ## 3. The amount **The price.** The Revenue Share for a Project is **5% of its cumulative Gross Revenue as of the Assessment Date, with no cap.** This is the price of a commercial license to ship a Project built on the Software. **Pay-on-time incentive.** Licensor waives most of that price for a Project that is reported and paid on time. If you complete both the report and the payment of the amount you reported by the Deadline, you owe instead, unless the incentive is lost under the next paragraph, a one-time **1.5%** of the Project's cumulative Gross Revenue as of the Assessment Date, up to the Cap, and Licensor waives everything above that. **Losing the incentive.** The incentive does not apply, and the full price is owed less anything you have already paid, if: 1. the report and payment are not both complete by the Deadline, in which case the full price, and a report of the Project's Gross Revenue as of the Assessment Date, are due immediately when the Deadline passes; 2. you do not provide the records and access requested for an audit by the later of the Deadline and fifteen (15) days after the request, in which case the full price is due immediately at that point; or 3. an audit finds that the amount owed is more than ten percent (10%) above the amount you reported, whenever the audit takes place and whether or not you pay the shortfall, in which case the full price is due by the date set for a shortfall in Section 5. Losing the incentive is not in itself a breach of the Agreement; Section 5 of the Agreement deals only with an amount that is due and unpaid. **Interest on an unpaid amount.** Any part of the Revenue Share that is unpaid after the Deadline, including a shortfall that an audit finds later and, where the incentive is lost, the full price, accrues interest from the Deadline until it is paid in full. Interest is one and a half percent (1.5%) per month, compounded monthly, or the highest rate the law allows if that is lower. **This is a one-time, final payment.** Nucleus Pro is a one-time fee. Apart from that fee, the Revenue Share for each Project, together with any shortfall, interest, or collection costs under this Policy, is the only payment that can ever follow for it. Once the report for a Project is final and the Revenue Share for it is received in full, your Revenue Share obligation for that Project is permanently and completely discharged, regardless of how much it earns afterward. There is no per-player charge, no runtime charge, and no recurring royalty. **Why the incentive exists.** The incentive and the Cap are offered because prompt, accurate self-reporting spares Licensor the cost of detecting, verifying, and recovering revenue, and because a fixed cap can only be offered against revenue that has been disclosed. Those costs and risks are hard to estimate in advance, so they are reflected in the price rather than in a separate charge. The incentive is a reduction of the price, not a charge for lateness. ## 4. Reporting and payment 1. **Nothing owed below the Threshold.** You have no reporting or payment obligation for a Project until it reaches the Revenue Threshold. 2. **Report and payment.** By the Deadline, you will both submit a report showing the Project's cumulative Gross Revenue as of the Assessment Date and the amount owed, and pay that amount. Pay by bank transfer (ACH or wire) using the payment instructions on the invoice Licensor issues, or by another method Licensor agrees to in writing. The Deadline is fixed: no review, dispute, or audit changes or postpones it. You pay the amount you reported by the Deadline, and any correction is settled afterward as a shortfall or refund under Section 5. **Invoices and payment instructions.** When you submit a report through the portal, the portal issues an invoice with Licensor's payment instructions, shown in the portal and attached to the report receipt. If you report by email, Licensor replies with the invoice, and Licensor sends payment instructions in reply to any written request. Valid payment instructions are only those shown in the portal or on an invoice or report receipt from it, and Licensor will never change them by email alone. A payment sent to instructions from any other source does not discharge the amount owed. 3. **Currency and costs.** All amounts are reported and paid in US dollars. Convert any other currency at the US Federal Reserve's H.10 rate for that currency, or, if the Federal Reserve does not publish a rate for it, at the European Central Bank's euro reference rate converted to US dollars at the Federal Reserve's H.10 euro rate, in each case for the relevant date or, if no rate is published that day, the most recent earlier business day. To test whether a Project has reached the Revenue Threshold, each amount is converted for the date it was received; to calculate the amount owed, cumulative Gross Revenue is converted for the Assessment Date. Each party bears its own bank's charges. A shortfall caused only by intermediary or receiving bank charges is not an underpayment. Because you pay in US dollars, any currency conversion is at your cost. **Withholding tax.** Bank charges do not include taxes. If the law of your country requires you to withhold tax from a payment to Licensor, you may withhold only the amount that law requires, at the lowest rate available under any applicable tax treaty. You will pay the withheld amount to the tax authority and send Licensor the official receipt within thirty (30) days. Tax withheld and receipted this way counts as paid by you, including for the incentive and the Deadline. On request, Licensor will provide a current certificate of US tax residence and any other document you reasonably need to apply a treaty rate. You remain responsible for every other tax on your payments. 4. **Collection costs.** You will pay Licensor's reasonable costs of collecting any amount that is overdue after the Deadline, including attorney's fees. 5. **No netting.** You may not withhold or set off any amount against the Revenue Share except as the Agreement expressly allows. 6. **Licensor delay or unavailability.** Licensor's own delay or inability to act excuses you only as follows. If Licensor has not given you usable payment instructions, meaning a complete set of standard bank-transfer details (the account name, account number, routing number or SWIFT/BIC code, and bank address), or is unable to accept payment, and you asked Licensor in writing for usable instructions before the Deadline, the payment deadline pauses until five (5) business days after Licensor delivers them, and you must pay by then. Instructions you receive are treated as usable unless you tell Licensor the specific defect in writing within five (5) business days of receiving them. A timely, documented attempt to pay that fails because of Licensor, such as a returned wire with the bank's record, counts as a written request. The pause covers payment only; the report is still due by the Deadline. While a pause applies, you do not lose the incentive or the Cap, no interest accrues, and no Project is suspended. ## 5. Records and audit 1. **Records you keep.** For each Project, you will keep complete and accurate records sufficient to establish (a) the date the Project first reached the Revenue Threshold, and (b) its cumulative Gross Revenue from first release through the Assessment Date, meaning all revenue earned up to and including that date. These records include your sales and revenue ledgers, the sales and payout statements of every storefront, platform, publisher, and distributor through which the Project is sold (for example Steam, the App Store, Google Play, and console stores), refund and chargeback records, and relevant tax filings. You will keep them until the Revenue Share for that Project is settled. 2. **Right to audit.** Licensor, or an independent auditor it engages under a duty of confidentiality, may inspect those records to verify the date the Revenue Threshold was reached, the Project's cumulative Gross Revenue through the Assessment Date, and the Revenue Share owed. Each Project may be audited once, and only if (a) its report and payment were not both completed by the Deadline, or (b) the amount paid for it is less than the Cap. **Audit window.** Once you submit a report, Licensor may request an audit of it by notice to you within fifteen (15) days after receiving it, together with whatever records you include to show the Project's Gross Revenue. If Licensor does not request an audit within that window, the report is accepted as final and cannot be audited afterward. A Project for which no report has been submitted may be audited at any time. 3. **Access.** You will give the auditor reasonable access to the records in paragraph 1 and to the revenue-reporting dashboards or statements of every storefront, platform, publisher, distributor, advertising network, and payment processor through which the Project earns Gross Revenue, to the extent needed to confirm the figures reconcile. This access is limited to read-only sales, payout, and revenue reports; it does not extend to full account or administrative access. 4. **Completing the audit.** You will provide the records and read-only access Licensor requests by the later of the Deadline and fifteen (15) days after the request; if you do not, the incentive is lost under Section 3. Licensor will send you its final written findings **within fifteen (15) days after receiving them**; a later request for more does not restart that period. A disagreement about an audit, including its findings or a delay by either of us, is resolved by arbitration under Section 15 of the Agreement, like any other dispute. 5. **Shortfall.** If an audit shows the Revenue Share was underpaid, you will pay the shortfall **by the later of the Deadline and fifteen (15) days after receiving Licensor's findings**, together with interest on it under Section 3. If the underpayment is more than ten percent (10%), the incentive is lost under Section 3 and the full price, less what you have already paid, is due by the same date. If an audit shows the Revenue Share was overpaid, Licensor will refund the difference within fifteen (15) days after sending its findings. ## 6. Changes to this Policy Licensor may issue a new version of this Policy under Section 14 of the Agreement, and it binds you only once you accept it. A change to the rate, the Cap, or the Revenue Threshold then applies only to Projects first released after you accept it, so that a Project already shipped is never repriced retroactively. ## 7. Notices and communications This Section governs every report, dispute, payment instruction, and notice under this Policy and the Agreement, so that each of us can reach the other reliably and prove what was sent and when. 1. **How to reach Licensor.** You give reports and notices to Licensor in either of two ways, and both are equally valid: - **The portal**, reached from your account page on nucleus-networking.com. Each submission produces an immediate, timestamped receipt with a reference number, kept on your account and emailed to you. A submission with a receipt is received by Licensor at the time on the receipt. - **Email to notices@nucleus-networking.com.** An email to that address is received when it is delivered to Licensor's mail system, whether or not it is filtered as spam. Licensor is responsible for monitoring that address, including any spam or junk folder. The deadlines in this Policy are the same whichever you use, so a portal that is unavailable to you is never a reason for a late report or payment. 2. **How Licensor reaches you.** Licensor sends notices to the notice email address you provide in the portal, or, for a matter you raised by email to the notices address, by reply to the address you sent it from. A notice is received when it is delivered to that address or posted to your account, whichever is first. 3. **Failed delivery.** A communication for which the sender receives a bounce, failure, or non-delivery notice, or which the sender otherwise knows was not received, is not received, and the sender will re-send it by the other channel. If both the portal and the notices address are unavailable on Licensor's side, Section 4(6) protects you from any consequence of the delay. 4. **Proof.** Each of us keeps a record of what it sent: the portal receipt, or the sent email. Licensor's portal records and mail delivery logs are evidence of what arrived. 5. **Current details.** You will keep the notice email address you provide in the portal current. A notice sent to that address is effective even if you no longer use it. 6. **Continuity.** Licensor will keep the portal, or an equivalent reporting method, and the notices address available, and will give you notice of any change to either. A change of domain, provider, or address, or an outage, does not suspend or excuse your obligations. Licensor will preserve the portal's records, including your submissions, acceptances, and receipts, across any change, so that they remain available to both of us.