Nucleus Software License Agreement

Version 1.0.3, last updated 25 October 2026

This Agreement is between FirstGearGames, a registered trade name of a Wyoming limited liability company ("Licensor", "we", "us"), and the individual or organisation accepting it ("you", "Licensee").

Please read this before you download, install, or use the Software. This Agreement governs what you may do with Nucleus, places real restrictions on copying and redistribution, and makes your license conditional on the Revenue Share Policy described in Section 5.

1. Acceptance

You accept this Agreement by clicking "I have read and agree", by downloading or installing the Software, or by using it, whichever happens first. If you do not agree, do not download, install, or use the Software.

If you are accepting on behalf of a company or other organisation, you confirm that you are authorised to bind it, and "you" then means both you and that organisation.

Business use. The Software is licensed for developing software in the course of a trade, business, craft, or profession, and you accept this Agreement in that capacity, not as a consumer. If you are an individual, you confirm that you are acquiring the Software to develop software, not for personal, family, or household use.

Specific acknowledgment of the Revenue Share. This Agreement includes a revenue-share obligation that can require you to pay Licensor, so you confirm your agreement to it specifically and separately, not only as part of your acceptance of this Agreement as a whole. Before you are granted access to the Software, you will be shown the Revenue Share Policy and asked to affirm, by a separate and deliberate action (such as a dedicated checkbox or button distinct from any general acceptance), that: you understand that if a Project you build on the Software earns revenue above the threshold set in the Revenue Share Policy, you will owe Licensor a revenue share, and you agree to report and pay it as that Policy requires. That separate affirmation is a condition of the license, and your agreement to the Revenue Share is not diminished by any later claim that you did not read it or did not expect it.

Record of acceptance. Licensor records each acceptance together with the date and time, your identity or account, the version of this Agreement and of the Revenue Share Policy shown to you, and your separate acknowledgment of the Revenue Share. That record is evidence of the terms presented to you and of your agreement to them.

2. Definitions

"Software" means the Nucleus networking engine in any form, including compiled assemblies, sample projects, editor tooling, source generators, and any build, update, or patch we provide.

"Documentation" means any manual, guide, specification, demo, README, or written or recorded explanation we provide about the Software.

"Your Project" means any software application, product, service, or other work you develop that incorporates the Software, including a game, simulation, training or educational application, tool, utility, or any other application, however you describe, categorise, or market it, together with the original content in it that you own.

"Revenue Share Policy" means the separate document of that name that Licensor makes available to you (in the Software package, on our website, or at the point of licensing), as amended from time to time under Section 14. It is incorporated into this Agreement by reference and forms part of it.

"Revenue Share" means the amounts you owe Licensor, and the reporting and payment obligations you must meet, as set out in the Revenue Share Policy.

3. License Grant

Subject to your continuing compliance with this Agreement, including the Revenue Share Policy, Licensor grants you a worldwide, non-exclusive, non-sublicensable license, transferable only as Section 14 allows, that lasts for each version of the Software you have lawfully obtained unless it is terminated under Section 11, to:

1. install and use the Software on computers you own or control;
2. use the Software to develop, build, and test Your Project; and
3. incorporate the Software into Your Project and commercially release Your Project to end users, for each Project only while its license is not suspended under Section 5.

The license is granted per organisation. If you are an organisation, it covers your employees and contractors while they are working on your Projects on your behalf, and you are responsible for their compliance; if you are an individual, it covers you. It is not limited by the number of developers, seats, or Projects. The Revenue Share is separate from this and applies to each Project individually, as the Revenue Share Policy sets out.

That is the entire grant. The Software is licensed, not sold, and any right not expressly granted here is reserved.

4. Restrictions

You may not, and may not permit anyone else to:

1. Distribute the Software other than inside Your Project. You may distribute the Software only as part of Your Project, in the files your build tools produce for it. Do not otherwise sell, resell, rent, lend, sublicense, relicense, host, mirror, publish, or make available the Software or any copy or derivative of it, in whole or in part, to anyone your license does not cover under Section 3, including by offering it as, or as part of, a library, SDK, framework, engine, middleware, template, development tool, or asset for others to build with, or by placing it in a public source repository, a package registry, a public file-sharing or cloud-storage link, a public chat server, or an asset store. A private repository or storage that only the people your license covers can reach is allowed. The Software's files being present and accessible inside your released Project, as is normal for many build types, is not a breach of this paragraph; offering or distributing the Software for reuse is.
2. Reverse engineer it. Do not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of any compiled portion of the Software, whether by hand, with automated tools, or with artificial intelligence. Working out how a feature behaves from the Documentation or by using the Software's public API is not reverse engineering and is allowed. This restriction does not apply to the extent applicable law expressly permits an act despite a contractual prohibition, including decompiling for interoperability under Articles 5(3) and 6 of EU Directive 2009/24/EC or sections 50A to 50BA of the UK Copyright, Designs and Patents Act 1988. Before decompiling for interoperability, you must first ask Licensor in writing for the interface information you need, which Licensor will provide within a reasonable time.
3. Modify the core. Do not modify, patch, or create a derivative of the compiled core of the Software, or distribute a modified version of it; ordinary use of its public API within Your Project is allowed. The parts of the Software provided as source code, such as engine integrations, editor tooling, and samples, you may modify for use in Your Project, and distribute only as part of it.
4. Strip notices. Do not remove, obscure, or alter any copyright, license, or attribution notice in or accompanying the Software, including the license file distributed with it and the metadata embedded in its assemblies.
5. Train models on its internals. Do not use the Software's compiled code, or anything derived from decompiling, disassembling, or analysing it, to train, fine-tune, or build a dataset or index for any machine-learning model, and do not give it to a third-party service that does so. Using artificial intelligence tools to build with the Software, including tools trained on the Documentation or the public API, is allowed.
6. Circumvent controls. Do not bypass or attempt to bypass any license check, access control, usage metering, or reporting mechanism in the Software or on our website, including any mechanism related to the Revenue Share.
7. Avoid the Revenue Share. Do not structure or route revenue, or split or restructure Your Project or your business, in order to reduce or avoid Revenue Share that would otherwise be owed.

5. Revenue Share

Your license under Section 3 is conditional on your agreement to, and compliance with, the Revenue Share Policy, which you accept, and specifically acknowledge, as described in Section 1. The Revenue Share Policy alone sets how the Revenue Share works, including the amounts, thresholds, reporting, payment, records, and audit, and where it and this Agreement conflict about the Revenue Share, the Revenue Share Policy governs. An unpaid amount suspends only the Project it is for, as follows, and never the rest of your license.

Each Project's license depends on payment. The license in Section 3 covers distributing, selling, and updating a Project only while every Revenue Share amount due for that Project has been paid. If an amount due for a Project is not paid when due, the license for that Project is suspended immediately. While it is suspended you must stop distributing, selling, and updating that Project and withdraw it from sale on every storefront, and any distribution of it is unlicensed and infringes Licensor's copyright, in addition to Licensor's other remedies. The suspension ends, and the license for that Project resumes, when everything due for it has been paid. A suspension does not affect copies that end users lawfully obtained before it began, or any of your other Projects.

6. Ownership

The Software and the Documentation, and all intellectual property rights in them, including copyright, trade secret, patent, and trademark rights, belong exclusively to Licensor. No license under any patent or patent application owned or controlled by Licensor is granted except as this Agreement expressly grants it, and no rights pass by implication, estoppel, or otherwise. You retain all rights in Your Project's original content, which this Agreement does not affect.

7. Feedback

If you give us any feedback, bug report, suggestion, benchmark, reproduction case, or idea about the Software, you grant Licensor a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, and incorporate it into any product without restriction, attribution, compensation, or confidentiality obligation. You will not knowingly give us feedback that is subject to a third party's rights that would restrict us in this way.

8. Disclaimer of Warranties

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED.

Nothing in this Agreement excludes or limits any right or remedy that cannot lawfully be excluded or limited under the law that applies to you, including mandatory consumer law such as the consumer protection laws of the European Union and the United Kingdom and the Australian Consumer Law. Where such a right applies, the disclaimers in this Section and the limits in Section 9 apply to the fullest extent that law allows, and the rest of this Agreement is unaffected.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST DEVELOPMENT TIME, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SOFTWARE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID LICENSOR UNDER THIS AGREEMENT (INCLUDING ANY LICENSE FEE AND REVENUE SHARE) IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS (US $1,000). THESE LIMITS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN US.

The limits in this Section do not apply to liability for fraud, gross negligence, or wilful misconduct, or to any liability that cannot be limited by law.

10. Indemnity

You will defend, indemnify, and hold harmless Licensor and its owners, officers, and agents from and against any claim, demand, loss, liability, damage, cost, and expense (including reasonable legal fees) arising out of or relating to Your Project, your use of the Software, or your breach of this Agreement.

11. Term and Termination

This Agreement takes effect when you accept it and continues until terminated.

You may terminate at any time by ceasing all use of the Software and destroying every copy in your possession or control. A Project you released before then may stay on sale: it remains licensed under Section 3, and the Revenue Share and the rest of this Agreement continue to apply to it. Licensor may terminate this Agreement if you materially breach it and do not cure the breach within thirty (30) days of written notice, or immediately if the breach is not capable of cure. An unpaid Revenue Share amount is dealt with by suspending the Project under Section 5, not by terminating this Agreement.

On termination for your breach, you must immediately stop all use of the Software, cease distributing any build of Your Project that incorporates it, and destroy every copy of the Software in your possession or control. Revenue Share accrued before termination remains payable.

Sections 4, 5, 6, 7, 8, 9, 10, and 15 survive termination, and so do the Revenue Share Policy's terms for amounts already accrued and for records and audit.

12. Updates and Support

Licensor may, but is not obliged to, provide updates, new versions, or support. Any update is part of the Software and is governed by this Agreement unless it is accompanied by different terms. Licensor may change or discontinue the Software or any part of it at any time.

13. Export Control and Compliance

You will comply with all applicable export control, sanctions, and trade laws. You represent that you are not located in, and are not a national of or ordinarily resident in, any country or territory subject to comprehensive U.S. sanctions, that you are not on any U.S. government restricted-party list, and that you are not owned or controlled by anyone who is. You will not export, re-export, or transfer the Software, or any build containing it, in violation of those laws. A breach of this Section is a material breach of this Agreement.

14. General

Assignment. You may assign or transfer this Agreement without Licensor's consent, including through a merger, a change of control, or a sale of your business or assets. The new owner takes it on in full, including the Revenue Share for every Project it covers. Licensor may assign this Agreement freely.

Transfer of a Project. You may sell, assign, or exclusively license a Project, or the right to publish it, without Licensor's consent. The license for that Project carries over to the buyer, together with this Agreement and the Revenue Share Policy as they apply to it, and distributing the Project after the transfer is the buyer's acceptance of them. The buyer takes the Project as it stands, including its cumulative Gross Revenue, its Assessment Date, and any Revenue Share already paid. You remain responsible for the Revenue Share for the Project, including amounts that fall due after the transfer, until you give Licensor written notice identifying the buyer as the party now responsible for it; from then the buyer is responsible for amounts that fall due later. You remain liable for every amount already due before that notice, unless Licensor releases you in writing.

Amendment. You accept this Agreement once, at or before your first access to the Software, and do not need to accept it again on each later download or use. Licensor may issue a new version of this Agreement or of the Revenue Share Policy. When it does, you must accept the new version, including the separate acknowledgment in Section 1, before you download any build of the Software released after it takes effect, and that acceptance is recorded under Section 1. Until you accept it, the version you last accepted continues to govern the builds you already hold and the Projects made with them. A new version never binds you without that acceptance; downloading, installing, or using the Software is not acceptance of a new version. A change to the Revenue Share Policy applies only as that Policy provides. This Agreement may not otherwise be modified except in a writing signed by both parties.

Entire agreement. This Agreement, together with the Revenue Share Policy, is the entire agreement between us about the Software, and supersedes all prior and contemporaneous discussions, proposals, and understandings, written or oral.

No waiver. A failure or delay by Licensor in enforcing any provision is not a waiver of it, and no single waiver waives any other or any later breach.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and the remainder stays in full force.

No partnership. Nothing here creates a partnership, joint venture, employment, or agency relationship between us.

Notices. Notices under this Agreement are sent, and treated as received, as set out in Section 7 of the Revenue Share Policy.

Headings. Section headings are for convenience and do not affect interpretation.

15. Governing Law and Disputes

This Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Arbitration. Any dispute arising out of or relating to this Agreement or the Revenue Share Policy, including any dispute about an amount owed, will be resolved by final and binding arbitration administered by the American Arbitration Association, through its International Centre for Dispute Resolution where you are located outside the United States, under its rules in effect when the arbitration begins. There will be one arbitrator, the arbitration will be conducted in English, the seat of arbitration is Florida, United States, and hearings will be held by video unless the arbitrator decides otherwise. The award is final, and judgment on it may be entered in any court of competent jurisdiction.

Matters for court. Either party may bring the following in court instead of arbitration: a claim for an injunction or other provisional relief, including to stop a breach of Section 4 or Section 5 or the distribution of a suspended Project, which Licensor may bring in any court of competent jurisdiction; a claim of copyright, patent, or trademark infringement; and an action to enforce an arbitration award. Apart from injunctions sought elsewhere under this paragraph, those matters belong in the state courts located in Flagler County, Florida, or, for any matter within federal jurisdiction, the United States District Court for the Middle District of Florida, and you consent to the personal jurisdiction of those courts and waive any objection based on venue or forum non conveniens.

No class actions. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any class, collective, or representative proceeding.

16. Contact

Legal notices: through the portal on your account page at nucleus-networking.com, or by email to notices@nucleus-networking.com, as Section 7 of the Revenue Share Policy sets out.

Questions about this Agreement and licensing requests: legal@nucleus-networking.com

I specifically understand and agree that if a Project I build on the Software earns revenue above the threshold set in the Revenue Share Policy, I will owe Licensor a revenue share, and I agree to report and pay it as that Policy requires.