NUVENTIVE
MASTER SOFTWARE AND PROFESSIONAL SERVICES AGREEMENT 
(this is a condensed version; full terms are supplied at time of purchase)
This Master Software and Professional Services Agreement ("Agreement"), effective as of ____________, 20__ (the "Effective Date"), is entered into by and between Nuventive, LLC, a Delaware limited liability company with a principal place of business at 9800B McKnight Road, Suite 255, Pittsburgh, PA 15237 ("Nuventive"), and the entity identified in the Order Form attached to this Agreement as Exhibit A ("Licensee").
Nuventive and its Third-Party Providers have developed certain Software and Software Services (defined below) for use by Licensee and certain designated users affiliated with Licensee as administrators, faculty or students (the "Users"). Any Software or Software Services licensed or made available to Licensee or its Users by Nuventive under this Agreement are referred to in this Agreement as the “Software Products.” Use of the Software Products by Licensee and its Users shall be subject to the provisions of this Agreement.
LIMITED LICENSE.
2.1 Provision of License. Nuventive shall make the licensed Software Products available to Licensee and its authorized Users as described in an applicable Order Form. Nuventive grants to Licensee a limited, nontransferable, nonexclusive right to access and use such Software Products subject to the limitations and use restrictions set forth or referenced in this Agreement and in any applicable Documentation or service description. The Term of the foregoing license shall be defined in the applicable Order Form with regard to any items of the Software or any subscriptions for Software Services. The Software Products are being licensed to Licensee, not sold; therefore, except as specifically provided in an applicable Order Form or Work Order, Licensee will have no ownership rights in the Software Products. Licensee shall only use the Software Products in the form provided by Nuventive, and for Licensee’s internal use.
2.2 No Access to Third Parties. Licensee shall not rent, sell, assign, lease, sublicense, transfer or encumber any of the Software Products or otherwise allow any third party (including, without limitation, any third-party vendor or outsourced service provider) to access or use the Software Products, other than as permitted by the Documentation. Third party vendors or outsourced service providers engaged by Licensee may access or use Software installed at Licensee’s on-site location for the sole purpose of providing Licensee with system support and maintenance, subject to such third parties being bound by confidentiality restrictions that are at least as restrictive as the confidentiality restrictions imposed on Licensee and Users under this Agreement.
3. USE OF SOFTWARE PRODUCTS.
3.1 Nuventive Responsibility. Nuventive shall (a) provide the Software Products licensed or purchased under the applicable Order Form in accordance with the material requirements of the Documentation; and (b) during the period for which Licensee or the User pays for Support and Maintenance, or pays for a subscription to use the Software Services, provide Support and Maintenance as set forth in the applicable service description or Order Form.
3.2 Licensee Responsibility.
3.2.1 Use Restrictions. Licensee may not use, or knowingly allow any other person to use the Software Products or Nuventive’s Network either directly or indirectly, to make, create, solicit, transmit, upload, disclose, use or publish any information or other communication which: (a) is or is likely to be perceived as obscene or indecent (outside of academic discourse), or is intended to abuse, threaten or harass another person; (b) violates any rights of others, including but not limited to, infringement of any Intellectual Property Rights or other proprietary rights; (c) libels, defames or slanders any person, or infringes upon any person's privacy rights; (d) contains or embodies any computer virus, malware, harmful component or corrupted data; (e) adversely affects the performance or availability of Nuventive’s Network or any user thereof; (f) violates any applicable local, state, national or foreign law, regulations, rules or governmental requirements (“Applicable Law”; (g) involves sending unsolicited advertising or promotional materials (including, without limitation, "spam" or bulk e-mail); or (h) violates any agreement Licensee has with any person or entity. Without limiting the generality of the foregoing, Licensee and its Users shall at all times use the Software Products in accordance with all applicable privacy laws and regulations, and shall ensure that all necessary consents have been obtained in accordance with such laws and regulations in order to transfer or disclose any Personal Data to third parties, or to Nuventive, its affiliates, contractors, agents, successors and/or assigns.
3.2.5 Responsibility for Licensee Data. Licensee shall (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Licensee Data; (b) obtain all rights it needs to receive, store or use Licensee Data; (c) have sole responsibility for the review of any information or other output the Licensee intends to rely on as a result of use of the Software Products; (d) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software Products and notify Nuventive promptly of any such unauthorized access or use, including cooperation and assistance with any actions taken by Nuventive to prevent or terminate unauthorized use of the Software Products or the Documentation; and (e) comply with all Applicable Law in using the Software Products.
3.3 Intellectual Property Rights; Use Guidelines.
3.3.1 Rights in Software Products. Licensee acknowledges that the Software Products are protected by Intellectual Property Rights, as applicable, of Nuventive and its Third-Party Providers and licensors and that Licensee and its representatives have no rights to transfer or reproduce the Software Products or any portions or components thereof, or to prepare any derivative works with respect to, or disclose Confidential Information pertaining to, the Software Products. Under no circumstances shall Licensee be deemed to receive title to any portion of the Software Products, title to which at all times shall vest exclusively, as applicable, in Nuventive and its Third-Party Providers and licensors. Licensee shall not make or permit any modifications or alterations to the Software Products.
3.3.2 Rights Reserved to Nuventive. All rights not granted to Licensee in this Agreement are expressly reserved to Nuventive. Licensee hereby recognizes that Nuventive retains all Intellectual Property Rights in the Software Products, Documentation and Nuventive Confidential Information, including without limitation, all corrections, modifications and other derivative works to the Software Products. Licensee hereby assigns to Nuventive all Intellectual Property Rights it may now or hereafter possess in the Software Products, Documentation and Nuventive Confidential Information, and all derivative works thereof and agrees (i) to execute all documents, and take all actions, that may be necessary to confirm such rights, and (ii) to retain all proprietary marks, legends and patent and copyright notices that appear on the Software Products, Documentation and Nuventive Confidential Information provided or delivered to Licensee by Nuventive and all whole or partial copies thereof.
Security and Data Breach.
7.4.2 Data Safeguards. To the extent Nuventive receives or has access to Licensee Data, or stores or holds any Licensee Data, Nuventive agrees to:
(i) access and use the Licensee Data solely for the purpose of performing its obligations in accordance with the terms and conditions of this Agreement, Nuventive’s applicable Privacy Policies, and the service description(s) applicable to the relevant Software Services licensed by Licensee;
(ii) maintain physical, technical, and administrative safeguards (including but not limited to those set forth in this Section, and in any event no less than industry standards in the online services industry) to protect the Licensee Data against unauthorized access, use, or disclosure while it is accessible to or held by Nuventive or its Third-Party Providers (“Data Safeguards”); and
(iii) not disclose the Licensee Data to any third party, except: (x) to its employees, consultants or Third-Party Providers for purposes of administering the Software Products and providing Professional Services, provided that such recipients are bound by confidentiality provisions no less restrictive than those set out in this Agreement; (y) to the extent required by a judicial order or other legal obligation; or (z) as expressly permitted by this Agreement, Nuventive’s applicable Privacy Policies and the service description(s) or other terms and conditions made available to Licensee and its Users.
7.4.4 Personal Data. All Personal Data to which Nuventive has access under this Agreement, will remain the property of (or subject to the rights of) the data subject, and will be subject to the limitations on use and disclosure set forth in this Agreement. Licensee hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Nuventive to carry out its duties and responsibilities under this Agreement or as required by law.
8. ELECTRONIC AGREEMENTS. Licensee acknowledges that, in order to access and use the Software Services, Users may be required to agree to certain terms of use established by Nuventive or Third-Party Providers, which will be provided to Licensee or such Users as part of the process of accessing and using Software Services, or prior to such access being made available.