Nucleate
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EULA

END-USER LICENSE AGREEMENT

END-USER LICENSE AGREEMENT (EULA) FOR NUCLEATE
Effective Date: 2026-01-01

This End-User License Agreement (“Agreement”) is a legal agreement between you (“User”) and Watchlight Studio LLC (“Developer”) for the use of the software product Nucleate (“Software”).

  1. GRANT OF LICENSE
    You are granted a non-exclusive, non-transferable license to download, install, and use one copy of the Software on devices owned or controlled by you for personal or internal business use.

You may not, without prior written consent:

  • Resell, redistribute, sublicense, or commercially exploit the Software.
  • Modify, reverse engineer, or decompile the Software.
  • Use the Software to develop or train competing products.

1.1 License Terms (Personal and Non-transferable)

Each license issued for the Software is personal, non-transferable, and tied to the purchaser’s order. The license file is delivered electronically and is intended for installation on devices owned or controlled by the purchaser.

You may not:

  • Share, redistribute, or provide the license file to others.
  • Use the license on devices not owned or controlled by you.

The Developer reserves the right to invalidate any license that is duplicated, shared, or otherwise misused. Acceptance of this Agreement constitutes your acknowledgment of these license terms.

  1. OWNERSHIP
    This is a license, not a sale. The Software is licensed, not sold, and all rights, title, and interest in and to the Software remain with the Developer.

  2. DISCLAIMER OF WARRANTY
    The Software is provided “as is” without warranty of any kind. The Developer makes no guarantees regarding the accuracy, reliability, or fitness for any particular purpose of any transcriptions, summaries, or other content generated by the Software. Content generated by third-party models (e.g. Ollama) is not reviewed or controlled by the Developer. Use of the Software is at your own risk.

  3. LIMITATION OF LIABILITY
    In no event shall the Developer be liable for any direct, indirect, incidental, special, or consequential damages arising from the use or inability to use the Software, including but not limited to loss of data, inaccurate output, or unintended exposure of sensitive information.

  4. PRIVACY
    Nucleate processes data locally on your device. The Software does not collect or transmit any personal data by default. However, if you configure optional third-party integrations (such as the OpenAI API or Notion API), you are solely responsible for reviewing and complying with the terms and privacy policies of those services.

API keys for services such as OpenAI or Notion are stored locally in unencrypted configuration files. The Developer does not access, collect, or transmit these keys.

5.1 License Delivery and Buyer Information

To activate the Software, a license file may be issued to you upon purchase. To generate and deliver this license, the Developer may temporarily process minimal information such as your email address and order/transaction ID.

This information is used solely for:

  • Generating a unique license file tied to your purchase.
  • Delivering the license file to you.
  • Allowing limited recovery of the license in case of loss.

The Developer does not store your payment information, and all financial transactions are handled by third-party platforms (e.g., Gumroad, Itch) under their own privacy and security policies. Your personal information processed for license delivery is not shared with any other party and is retained only as long as necessary to fulfill the purposes above.

By purchasing and using the Software, you consent to this limited processing for license issuance.

  1. THIRD-PARTY SERVICES AND SOFTWARE

6.1 NVIDIA CUDA Toolkit
The Software optionally utilizes the NVIDIA CUDA Toolkit for GPU acceleration. CUDA is proprietary software owned by NVIDIA Corporation. The CUDA Toolkit must be installed separately by the user, and its use is subject to NVIDIA’s license agreements and terms available at https://developer.nvidia.com/cuda-toolkit.

6.2 External APIs and Services
The Software supports integration with third-party services such as OpenAI, Notion, and Obsidian. Use of these services requires separate user accounts and acceptance of their respective terms of service and privacy policies. The Developer is not responsible for these third-party terms or any data transmitted to or from such services.

6.3 User Responsibility
You are solely responsible for compliance with all third-party service terms, including appropriate handling of API keys and data privacy.

6.4 Model and Dependency Licensing
The Software may interact with or download open-source or third-party machine learning models (e.g., Mistral via Ollama) and dependencies (e.g., Faster-Whisper, Whisper, and Pyannote) that are governed by their own licenses. These components are not developed or maintained by the Developer and may impose restrictions on use, including limitations on commercial use.

The Developer does not redistribute any proprietary models or weights directly. When enabling automatic model downloads, you are responsible for reviewing and complying with the licenses and terms of any external models, libraries, or services accessed or installed through the Software.

Examples include but are not limited to:

  • Mistral models via Ollama, subject to Ollama’s license terms (https://ollama.com)
  • CUDA Toolkit by NVIDIA (see Section 6.1)
  • APIs and models by OpenAI, Notion, Hugging Face, and others

Use of these third-party components is at your own risk. You agree that the Developer is not liable for any claims or consequences arising from your use of externally licensed models or services.

6.5 Default Model Consent As part of the initial installation and setup process, the Software is preconfigured to download and use the Mistral language model via Ollama as the default local summarization model.

By accepting this Agreement, you acknowledge and agree to the following:

  • The Mistral model will be automatically downloaded to your system via the Ollama CLI.
  • The Mistral model is subject to the license terms provided by Ollama and the model’s authors, which may include open-source licenses such as Apache 2.0.
  • You are responsible for reviewing the Mistral license at https://ollama.com/library/mistral prior to use.
  • Acceptance of this EULA constitutes your agreement to the Mistral model license as published by Ollama and its licensors at the time of download.

The Developer does not redistribute Mistral weights directly and provides this default model configuration solely for convenience and compatibility. You may optionally select alternative models, which may require separate license acceptance.

6.6 Recommendations for Third-Party Applications The Developer may suggest or recommend third-party applications, services, or integrations that may work with the Software. These recommendations are provided for informational purposes only and do not constitute an endorsement, guarantee, or warranty of any kind.

The Developer does not test, monitor, or control the operation, security, or content of these third-party applications. Use of any recommended third-party application is at your sole discretion and risk. You are responsible for reviewing and agreeing to the applicable terms of service, privacy policy, and license agreements for any third-party application you choose to use.

The Developer shall not be liable for any damages, loss of data, or issues arising from your use of any recommended third-party application.

  1. UPDATES AND SUPPORT
    The Developer may release updates at their sole discretion. This Agreement does not obligate the Developer to provide ongoing support, updates, or bug fixes.

  2. REFUND POLICY

All sales of the Nucleate software are final. Due to the digital nature of the product and the immediate access granted upon purchase, Watchlight Studio LLC does not offer refunds, returns, or exchanges.

By purchasing this software, you acknowledge and agree that you are not entitled to a refund for any reason, including but not limited to dissatisfaction with the features, bugs, or changes in your system compatibility.

If you experience technical issues, support is available via the channels listed on the official website.

  1. TERMINATION
    This Agreement is effective until terminated. It will automatically terminate if you breach any term of this Agreement. Upon termination, you must cease all use of the Software and destroy any copies in your possession.

  2. GOVERNING LAW
    This Agreement shall be governed by and construed in accordance with the laws of Oregon, without regard to its conflict of law provisions.

By installing, copying, or using the Software, you agree to be bound by the terms of this Agreement.

For questions, email: contact@watchlightstudio.com

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