Terms of Service
Welcome to the Nuvolex Platform (defined below). By using it, you are agreeing to these Terms of Use (defined below). Please read them carefully. If you have any questions, contact us at support@nuvolex.com.

Acceptance of Terms of Use
Nuvolex, Inc. (“Nuvolex” “we” or “us” or “our”) owns and operates the website located at http://www.nuvolex.com (the “Site”), and the platform (the “Platform”) offered by us through the Site.

By using the Platform, and the services offered through the Platform, you agree to these Terms of Use (defined below) and any additional terms applicable to certain programs in which you may elect to participate. You also agree to our Privacy Policy, located at http://www.nuvolex.com/privacy, and acknowledge that you will regularly visit the Terms of Use (defined below) to familiarize yourself with any updates. The Privacy Policy, together with these terms of use, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the “Terms of Use.”

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE PLATFORM.

1. Introduction
Through the Site, Nuvolex provides access to the Platform to (a) Clients, which either are (i) entities that have executed agreements or orders (including online enrollment forms) for the Platform directly with Nuvolex (each a “Service Order Form”) and have accepted these Terms of Use (the “Nuvolex Customer”) or (ii) entities that have executed an agreement with a Nuvolex Customer to use the Platform in accordance with these Terms of Use, and (b) users authorized by a Client to access and use the Platform for the benefit of the applicable Client (“Authorized Users”). Clients may be companies or sponsoring organizations such as businesses, universities and government agencies. A Customer may create individual Authorized User accounts for individuals within the Customer to use the Platform. Each Customer agrees that its Authorized Users shall be required to comply with the Terms of Use, and such Customer shall be liable for any breach of these Terms of Use by any of its Authorized Users.

The following Terms of Use set forth the entire agreement regarding the use of the Site, the Platform and any Software (as defined below). Certain features of the Platform may be subject to additional guidelines, terms, or rules, which will be posted on the Site. All such additional guidelines, terms, and rules are hereby incorporated by reference into this Agreement.

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU REPRESENT AND WARRANT THAT (A) YOU ARE AN AUTHORIZED USER OF A CLIENT, (B) IF YOU ARE THE FIRST AUTHORIZED USER OF A CLIENT TO REGISTER FOR AN ACCOUNT ON THE SITE OR IF YOU ARE CREATING A MASTER ACCOUNT, YOU HAVE THE AUTHORITY TO BIND THE CLIENT TO THIS AGREEMENT, AND (C) YOU AGREE TO THIS AGREEMENT. IF YOU CANNOT MAKE ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES, DO NOT ACCESS THE SITE OR USE THE PLATFORM.

2. License to and Description of the Platform and Software
a. Nuvolex hereby grants Client and its Authorized Users a nonexclusive and nontransferable license to access and use the Platform solely during the term of this Agreement and in accordance with this Agreement, and solely for internal business purposes. Nuvolex will provide Client with access to the Platform identified on a Service Order Form. Nuvolex may, from time to time in the ordinary course of business, refine, modify, or improve current functionality or develop additional functionalities for which it reserves the right to charge additional fees.

b. Client, and each Authorized User, agrees not to: (i) permit any third party to access or use the Platform; (ii) license, sublicense, sell, resell, transfer, assign, or distribute the Platform; (iii) modify or make derivative works based upon the Platform; (iv) introduce software or automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Platform; (v) “frame” or “mirror” any content contained on, or accessible from, the Platform on any other server or Internet-based or Internet-connected device or service; or (vi) reverse engineer or access the Platform in order to (A) build a competitive product or service, (B) build a product using similar ideas, features, functions or graphics of the Platform, or (C) copy any ideas, features, functions or graphics of the Platform.

c. Content contained in the Platform, excluding User Content (as defined below), is referred to as “Nuvolex Content.” Nuvolex Content may not be modified, republished, reproduced, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Nuvolex. Client and all Authorized Users must abide by all copyright notices, information, or restrictions related to any Nuvolex Content.

d. Nuvolex reserves all rights of ownership in the Platform not expressly granted to Client or any Authorized User in writing herein.

e. Nuvolex collects, uses, and discloses personally identifiable information of Client and Authorized Users in accordance with the terms set forth below and the Nuvolex Privacy Policy, available at http://www.nuvolex.com/privacy.

f. In using the Platform, Client may have the opportunity to download software from Nuvolex. If Client elects to download the software (the “Software”), then subject to compliance with these Terms, Nuvolex grants Client and its Authorized Users a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Software made available through the Platform. Under no circumstance may Client or its Authorized Users (i) permit any unrelated third parties to use the Platform or Software, (ii) process or permit to be processed the data of any other party, or (iii) use the Software in the operation of a service bureau. In addition, Client and its Authorized Users agree that only Nuvolex shall have the right to alter, maintain, enhance or otherwise modify the Software. Neither Client nor any Authorized User may disassemble, decompile or reverse engineer the Software or attempt to do the same, nor may it permit or assist any third party to disassemble, decompile or reverse engineer the Software. By downloading the Software, Client and its Authorized Users represent and warrant that (i) all information provided by Client to Nuvolex during the registration process for the Software is true and accurate, and (ii) that it is duly authorized to download the Software. Client and its Authorized Users agree that Nuvolex owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software. No title to the Software is transferred hereby and Client’s and its Authorized Users’ rights hereunder are strictly limited as set forth herein. Under no circumstances shall Client or any Authorized User sell, license, publish, display, distribute or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Nuvolex’s prior written consent. Failure to comply with these terms with respect to any Software may result in Nuvolex discontinuing Client’s and/or its Authorized Users’ access to and use of the Software without notice or recourse by Client. The license to the Software shall continue until termination of the Account, or earlier as set forth herein.

3. Ownership and License Rights to Content on the Platform
a. Ownership of Content. Authorized Users retain ownership of all intellectual property rights in the information and content uploaded by them to the Platform (“User Content”), and Nuvolex and/or third parties retain ownership of all intellectual property rights in all Content other than User Content.

b. User Content License to Nuvolex. When an Authorized User uploads or transfers User Content to Nuvolex through the Platform, it gives Nuvolex a non-exclusive, worldwide, royalty-free, sublicensable, transferable right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Platform are available), and create derivative works of such User Content. The rights each Authorized User grants in this license are for the limited purpose of operating the Platform in accordance with their functionality, improving the Platform, and allowing Nuvolex to develop a new Platform. The reference in this license to “derivative works” is not intended to give Nuvolex itself a right to make substantive editorial changes or derivations, but does enable Authorized Users to redistribute User Content from one area to another in a manner that allows Authorized Users to, e.g., add their own text or other content to another Authorized User’s User Content.

c. Each Authorized User also agrees that this license includes the right for Nuvolex to make all User Content available to third parties selected by Nuvolex, so that those third parties support Nuvolex in its provision of the Platform. This license to your User Content continues even if the Authorized User stops using the Platform.

d. Each Authorized User also agrees that it will respect the intellectual property rights of others, and represent that it has all of the necessary rights to grant Nuvolex this license for all User Content it submits to the Platform.

e. Content License to Authorized Users. Nuvolex grants each Authorized User a worldwide, non-exclusive, non-sublicensable, and non-transferable license to download, store, view, display, perform, redistribute, and create derivat