ACCEPTANCE OF TERMS OF USE

Nuvolex, Inc. (“Nuvolex” “we” or “us” or “our“) owns and operates the website located at http://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, a copy of which is available at http://nuvolex.com/privacy-policy.  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 are a Managed Service Provider or System Integrator (hereinafter referred to as a “Service Provider”), you confirm that you will put Nuvolex’s Terms of Use, available at http://nuvolex.com/terms-of-use/, in the contract between you and your end customer (hereinafter referred to as “Client”) and that you will require Client to comply with such Terms of Use.

If you don’t agree with these Terms of Use, immediately stop using the Platform.

Introduction

Through the Site, Nuvolex provides access to the Platform to entities that have either (a) 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 “Customer“) or (b) executed an agreement with an authorized Reseller or Distributor of the Platform (a “Nuvolex Partner”) to use the Platform in accordance with these Terms of Use, and in either case, users authorized by Nuvolex, or a Nuvolex Partner to access and use the Platform for the benefit of the Customer (“Authorized Users“). Customers may be Small to Medium Businesses, Enterprises, Service Providers, Educational Institutions, Government Agencies and authorized Resellers/Distributors. 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 CUSTOMER, (B) IF YOU ARE THE FIRST AUTHORIZED USER OF A CUSTOMER TO REGISTER FOR AN ACCOUNT ON THE SITE OR IF YOU ARE CREATING A MASTER ACCOUNT, YOU HAVE THE AUTHORITY TO BIND THE CUSTOMER 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.

License to and Description of the Platform and Software

2.1 Nuvolex hereby grants the Customer 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. Nuvolex, either directly or through a Nuvolex Partner, will provide the Customer with access to the Platform as identified on the agreement between us and the Customer or an authorized Nuvolex Partner and the Customer. Nuvolex may, from time to time in the ordinary course of business, refine, modify, or improve current functionality, develop additional functionalities or add support for additional Cloud Services for which it or an authorized Nuvolex Partner reserves the right to charge additional fees.

2.2 The Customer 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.

2.3 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. The Customer and all Authorized Users must abide by all copyright notices, information, or restrictions related to any Nuvolex Content.

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

2.5 Nuvolex collects, uses, and discloses personally identifiable information of Customers, Clients and Authorized Users in accordance with the terms set forth below in the Nuvolex Privacy Policy.

2.6 In using the Platform, the Customer may have the opportunity to download software from Nuvolex. If the Customer elects to download the software (the “Software”), then subject to compliance with this Terms of Use, Nuvolex grants the Customer 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 the Customer 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) unless we have otherwise agreed to in writing, use the Software in the operation of an IT service business or a service bureau. In addition, the Customer and its Authorized Users agree that only Nuvolex shall have the right to alter, maintain, enhance or otherwise modify the Software. Neither the Customer 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 for any reason, including but not limited to building a competitive product. By downloading the Software, the Customer and its Authorized Users represent and warrant that (i) all information provided by the Customer to Nuvolex during the registration process for the Software is true and accurate, and (ii) that it is duly authorized to download the Software. The Customer 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 the Customer’s and its Authorized Users’ rights hereunder are strictly limited as set forth herein. Under no circumstances shall the Customer 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 prior written consent. Failure to comply with these terms with respect to any Software may result in Nuvolex or the authorized Nuvolex Partner discontinuing the Customer’s and/or its Authorized Users’ access to and use of the Software without notice or recourse by the Customer. The license to the Software shall continue until termination of the Account, or earlier as set forth herein.

Ownership and License Rights to Content on the Platform

3.1 Ownership of Content. Customers and Clients retain ownership of all intellectual property rights in the information and content uploaded by them to the Platform (“Customer Content“), and Nuvolex and/or third parties retain ownership of all intellectual property rights in all Content other than User Content. If you are an Authorized User of a Service Provider, you agree that you have been given the rights to upload your Client’s information and content to the Platform (“Client Content” and together with Customer Content, the “User Content”).

3.2 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, 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 derivation.

3.3 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, in order for those third parties that are used to support Nuvolex in its provisioning and ongoing operation of the Platform.

3.4 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.

3.5 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 derivative works of User Content solely in connection with such Authorized User’s use of, and in accordance with the functionality and restrictions of, the Platform.

3.6 Access to User Content. All User Content entered by an Authorized User is available to the Customer (and its representatives) that set up Authorized User accounts. Each Customer may, in its discretion, make User Content available to other Authorized Users as described in the Privacy Policy.

Customer Responsibilities

The Customer and/or each Authorized User (as applicable) is responsible for obtaining and maintaining all equipment and internet services needed for access and use of the Platform. The Customer and each Authorized User agrees not to use the Platform to: (a) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, constitutes hate speech, or is otherwise offensive or objectionable; (b) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (c) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (d) impersonate any person or entity, or otherwise misrepresent the Customer’s affiliation with a person or entity; or (e) interfere with or disrupt Nuvolex servers or networks connected to Nuvolex, or disobey any requirements, procedures, policies, or regulations of networks connected to Nuvolex.

The Platform may integrate other third-party Cloud Services (for example, Google Workspace, Box, Salesforce, AWS…) allowing Customer and Authorized Users to manage these Cloud Services within the Platform. Customer and each Authorized User shall create an account and accept the Terms of Use of such third-parties services prior to being able to manage these third-party services within the Platform. If it is determined at any time that Customer or any Authorized User is in breach of this Section 4, Nuvolex may suspend services until the issue is resolved to Nuvolex satisfaction, if the Customer does not first remedy the issue within the cure period set forth in Nuvolex notice to the Customer.

Marks

“Nuvolex” and the Nuvolex logo, as well as certain other words and logos displayed on the Nuvolex website or on Nuvolex Content, constitute trademarks, trade names, or service marks (“Marks”) of Nuvolex or other entities. Customer is not authorized to use any such Marks without prior written consent from Nuvolex. Ownership of all such Marks and the goodwill associated therewith remains with Nuvolex or those other entities.

Links

Nuvolex inclusion of a link via the Platform to any other Web site or Internet resource is for the Customer’s convenience only and does not signify Nuvolex endorsement of such other Web site or Internet resource or its contents. Nuvolex shall have no responsibility or liability for any information, software, or materials obtained from third-party Web sites or Internet resources.

Passwords and Security; Trial Periods

When the Customer registers to use the Platform, it will be asked to provide Azure AD SSO credentials to create a master account (“Owner Account“). Using the Owner Account, the Customer can create, modify, or delete accounts for Authorized Users (each, an “Admin Account“) up to the maximum number specified by Nuvolex. The Customer’s subscription is personal to that Customer and the Customer and each Authorized User are prohibited from sharing their login credentials, or using service accounts, to allow for shared Accounts on the Platform. The Customer and each Authorized User are responsible for maintaining the confidentiality of their login credentials for the Owner Account and Admin Accounts, and the Customer and its Authorized Users are exclusively responsible for all activities that occur under such credentials. The Customer and each Authorized User agrees to immediately notify Nuvolex of any unauthorized use of their Azure AD SSO credentials to access the Platform or any other breach of security related to the Platform of which the Customer or such Authorized User becomes aware. Nuvolex reserves the right, with notice to the Customer, to remove the Owner Account or any Admin Account, if Nuvolex believes that the login credentials are no longer secure.

If the Customer registered for a trial use of the Platform (the period specified as applicable to this trial use in connection with your trial enrollment, the “Trial Period“), such Customer must decide to purchase the Platform, either directly from Nuvolex or an authorized Nuvolex Partner, within the Trial Period in order to retain any content posted or uploaded by Authorized Users under Customer’s account during the Trial Period. If the Customer does not purchase the Platform by the end of the Trial Period, Nuvolex will have no obligation to retain any content or materials, including User Content, posted or uploaded under the Customer’s account.

Termination

Upon termination as a result of the Customer’s breach or violation of the Terms of Use, Nuvolex reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by Customer either directly or through the appropriate authorized Nuvolex Partner; (b) delete any User Content under Customer’s account; (c) prohibit access to the account by Customer and each Authorized User under Customer’s account, including without limitation by deactivating passwords; and (d) refuse future access to the Platform by Customer and each Authorized User under Customer’s account.

Warranty Disclaimer

NUVOLEX AND ITS SUPPLIERS PROVIDE THE PLATFORM, ANY SOFTWARE AND SERVICES “AS IS” AND “AS AVAILABLE” AND DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. NUVOLEX AND ITS SUPPLIERS DO NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PLATFORM. NUVOLEX AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE PLATFORM OR SOFTWARE WILL BE UNINTERRUPTED, RELIABLE, OR ERROR-FREE. NUVOLEX DISCLAIMS ALL LIABILITY IN CONNECTION WITH THE COLLECTION, STORAGE, REPRODUCTION, AND PROVISION OF THE USER CONTENT TO CUSTOMER AND CUSTOMER’S USE OF USER CONTENT.