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Table of contents

TERMS OF SERVICE

Last updated August 1, 2022


ARTICLE I. INTRODUCTION

Welcome to Nuve Platform, Inc. ("Nuve Platform" or "we" or "us")!

By accessing or using our website at app.nuveplatform.com or any related, successor or derivative sites (the "Site") you agree to these Terms of Service ("ToS") which are a legally binding agreement between you and Nuve Platform regarding your access and use of our Site, Product and Services. If you do not wish to accept these ToS then do not access or use the Site, Product or Services. The Site is intended for access and use by individuals age 18 or older. If you are not at least 18 years old you are prohibited from accessing or using the Site.

Article II of these ToS describes the terms that apply to all visitors to our Site.

Article III of these ToS describes the terms that apply to our customers who license a free version or a paid version of our Product and Services which are accessed through the Site.


ARTICLE II. TERMS AND CONDITIONS FOR SITE VISITORS

  1. Site Purpose; Age. The Site provides certain information about us and about our products and services and provides you with opportunities to contact us.

  2. Marketing Communications. If you submit your email address to the Site to create a beta account on the Site then you agree to subscribe to newsletters, marketing and promotional materials we may send you. However, you may opt out of receiving these communications from us in the future by following the unsubscribe link in any communication or by emailing us at support@nuveplatform.com. We describe this further in our Privacy Policy.

  3. Credit Card Automatic Renewals. When you visit the Site you may choose to subscribe to a free subscription or subscribe to a paid monthly or annual subscription to our Services. If you subscribe for a subscription which is paid via your credit card, or in the case of a trial subscription which may become paid via your credit card, then you must submit your credit card and you agree to an initial and recurring subscription fee (in the case of a trial subscription, beginning when the trial period ends). Such charges will be made in advance, either monthly or annually, and you accept responsibility for all recurring charges until you cancel your subscription. By subscribing for any paid subscription (including a paid subscription automatically entered into at the end of free trial period) and providing us with your credit card information, you authorize us to charge your credit card for all Services licensed by you, including for any renewal term, until such time as you cancel your subscription.


    AUTOMATIC RENEWAL AND CANCELLATION TERMS: Subscription fees are non-refundable. You may cancel your monthly or annual subscription renewal at any time after you are billed for the then-current month or year (as applicable) and before you are billed for the next month or year (as applicable), by notifying us in writing at support@nuveplatform.com or, to the extent the functionality is available, by logging into your account and following the cancellation procedures.

  4. Site Ownership; Proprietary Rights. The Site is owned and operated by Nuve Platform. The look and feel of the Site, the visual interfaces, custom fonts, graphics, designs and button designs, the compilation, information, data, computer code, and all other elements of the Site and Services (collectively, “Materials”) provided by Nuve Platform are protected by intellectual property and other laws. All Materials associated with the Site are the property of Nuve Platform or our third-party licensors. You are authorized to view the Materials on the Site in accordance with these ToS; but you may not make any other use of the Materials without the prior express written permission of Nuve Platform. For example, you may not copy or distribute the Materials, or prepare derivative works based on the Materials, without our written consent in advance.

  5. Privacy Policy. Please read the Nuve Platform Privacy Policy for information relating to our collection, use, storage and disclosure of information we collect about you. The Nuve Platform Privacy Policy is incorporated by reference into, and made part of, these ToS. Nuve Platform will post notices of updates to the Privacy Policy on the Site.

  6. Prohibited Conduct. YOU AGREE NOT TO:

    6.1 use the Site for any illegal purpose or in violation of any local, state, national, or international law;

    6.2 interfere with security-related features of the Site, including by disabling or circumventing features that prevent or limit access to or use of any content, or by using any account credentials that are not your own;

    6.3 interfere with the operation of the Site or any visitor's enjoyment of the Site, including by interfering with, intruding into, disrupting, or making repeated accesses or requests that cause performance degradation to any network, equipment, server, or software system used to host or otherwise implement the Site;

    6.4 use any means of automated data collection (“scraping”) or indexing (“crawling”), including by use of data mining tools, scripts, repeated data requests, automated systems (“robots”), or any other method to collect, copy, or aggregate information hosted on the Site; or

    6.5 attempt to do any of the acts described in this Article II, Section 6, or assist, encourage, request, or permit any person to engage in any of the acts described in this Article II, Section 6.

  7. Linked Websites. The Site may contain links to third-party websites such as social media websites. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

  8. Modification of the Site. We reserve the right to modify or discontinue the Site at any time, temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Site or termination of your access to or use of the Site.

  9. Modification of Article II of these ToS. We reserve the right, at our discretion, to change this Article II on a going-forward basis at any time. Please check these ToS periodically for changes. We will post notices of changes on the Site.

  10. Site Feedback. If you choose to provide us with input and suggestions regarding problems with or proposed modifications or improvements to the Site (“ Site Feedback”), then you hereby grant Nuve Platform an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Site Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

  11. 11. No Site Warranty.

    11.1 THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NUVE PLATFORM DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AVAILABLE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. NUVE PLATFORM DOES NOT WARRANT THAT THE ACCESS TO SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

    11.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING THE SITE THAT IS NOT EXPRESSLY STATED IN THESE ToS. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING THE COMPUTER SYSTEM OR MOBILE DEVICE YOU USE TO ACCESS THE SITE), OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE.

  12. 12. Limitation of Liability.

    12.1 IN NO EVENT WILL NUVE PLATFORM BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF NUVE PLATFORM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

    12.2 THE AGGREGATE LIABILITY OF NUVE PLATFORM TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF (OR ANY INABILITY TO USE) THE SITE, OR OTHERWISE ARISING UNDER ARTICLE I OF THESE ToS, SHALL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL AMOUNT PAID BY YOU TO NUVE PLATFORM.

  13. General. The waiver by us of any breach or default of these ToS, or any provision of these ToS shall not be a waiver of any subsequent breach or default. If any part of these ToS is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these ToS for any reason, the Article II Sections entitled “Ownership; Proprietary Rights,” “Privacy Policy,” “Site Feedback,” and “General” will survive.

  14. Governing Law; Venue. These ToS shall be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to the Agreement shall be in Cook Country, Illinois, USA.

  15. Contact. The Site is controlled by Nuve Platform located at 171 N Aberdeen St Suite 400, Chicago, IL 60607. You may contact us by regular mail to this address or by email to support@nuveplatform.com. We prefer email..


ARTICLE III. TERMS AND CONDITIONS FOR SUBSCRIBERS

The terms and conditions in this Article III govern all use of the Services described in the Order agreed to by you individually or by your company (“you” or “Licensee”). The Services are owned by Nuve Platform. The Services are offered subject to Licensee's acceptance without modification of all of the terms and conditions contained in these ToS and Nuve Platform' Privacy Policy. The “Agreement” means these ToS, the Privacy Policy and the Order. The Agreement describes the legal framework under which Licensee may access and use Nuve Platform Services. If Licensee does not agree to all the terms and conditions of the Agreement then Licensee may not access the Services. BY REQUESTING ACCESS TO THE NUVE PLATFORM SERVICES, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ AND ACCEPTS THE AGREEMENT. THE AGREEMENT IS EFFECTIVE AS OF THE DATE THAT LICENSEE REQUESTS ACCESS PRIOR TO COMMENCING USE OF THE SERVICES.

Certain Definitions.

“Applicable Privacy Laws” means data protection and privacy laws and regulations applicable to the processing of Licensee Personal Data under this Agreement, including but not limited to, where applicable, the GDPR and the CCPA, in each case, to the extent applicable to the relevant Licensee Personal Data or processing thereof under this Agreement.

“Authorized User” means any individual age 18 or older (including Licensee's employees, agents, contractors, suppliers of services, and customers, in each case to the extent that Licensee's license includes, and Licensee pays for, such individual) who is authorized to access the Documentation or Services and exercise the rights licensed by Licensee. Each Authorized User must use a unique identity to access and use the Services unless otherwise licensed, and may access the Services only to the extent licensed by Licensee.

“CCPA” means the California Consumer Privacy Act of 2018 and any binding regulations promulgated thereunder.

“Cloud Infrastructure” means the computing, storage, networking, and other hardware and software infrastructure used by Nuve Platform to provide the Services.

“Delivery” means the availability of the Services and/or Documentation by Nuve Platform to the Licensee via electronic or other means, without regard to when Licensee actually installs or uses such Services.

“Documentation” means the instruction manuals, user guides, and other information to be made available from time to time by Nuve Platform in either printed or electronic form to the Licensee and any Update.

“GDPR” means: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“EU GDPR”); (ii) the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (iii) any applicable implementing or supplementary legislation in any member state of the European Economic Area (“EEA”) or the UK (including the UK Data Protection Act 2018).

“Implementation Services” means Nuve Platform assistance provided to Licensee to enable Licensee's initial application to run on the Services.

“Licensee Data” means non-public data provided by Licensee to Nuve Platform to enable Nuve Platform to provide the Services.

“Order” means any document (including any web form) agreed to between the parties which sets forth, as applicable, the Services licensed by the Licensee (including applicable Usage Metrics) and any relevant pricing. Multiple Orders may be entered into under this Agreement. Orders may be submitted by Licensee and accepted by Nuve Platform online. Each Order Form will reference this Agreement and will be deemed to be a part of this Agreement.

“Output” means any files, texts, or events or other data sets that are created or emitted through Licensee's use of the Services.

“Personal Data” means any Licensee Data provided by Licensee to Nuve Platform used to identify a specific natural person, either alone or when combined with other information that is linkable by Nuve Platform to a specific natural person. Personal Data also includes other information about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.

“Services” means those services (including Support Services to the extent applicable) licensed by Licensee as set forth in any Order.

“Specifications” means those technical specifications in respect of the Services which are published by Nuve Platform and are in effect at the time of Delivery.

“Subscription” means licenses to the Services, Documentation, and (to the extent applicable) Support Services for a specific license term.

“Support Services” is defined at Section 1.2 below.

“Update” means such enhancements, modifications, or additions to the Services or Documentation as may be made available from time to time by Nuve Platform to Licensee.

“Usage Metrics” means the scope of use set forth in an applicable order and includes (among other possible limitations) the number of environments, types of environments, features enabled, and number of Authorized Users. Additional or increased Usage Metrics may be purchased at any time via a new Order Form submitted by Licensee and accepted by Nuve Platform.

1. Orders; Subscriptions; Delivery; Renewals; Accounts.

1.1 During the Term of the Agreement, and subject to Licensee's compliance with the terms and conditions hereof, including the payment of the applicable fees, Licensee may subscribe to the Services by the parties agreeing to an Order and Nuve Platform will provide the Services. The Services are licensed pursuant to Subscriptions. Subscriptions will be for the term agreed to in an applicable Order. All references in the Agreement to the “sale” or “purchase” (or other similar terms) of any Services shall mean the sale or purchase of a license to such Services.

1.2 Support Services. To the extent that Licensee's Subscription includes Support Services, Nuve Platform will provide technical support to Authorized Users via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central time, with the exclusion of Federal Holidays (“Support Hours”). Authorized Users may initiate a helpdesk ticket at any time by emailing support@nuveplatform.com or via app.nuveplatform.com. Nuve Platform will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day during Support Hours.

1.3 Delivery. Unless otherwise agreed to, all Services, Updates and Documentation licensed by Licensee pursuant to the Agreement will be delivered electronically to Licensee by giving Licensee access to such Services, Updates and Documentation. In the case of a renewal of a Subscription, Licensee acknowledges and agrees that there is no delivery requirement for such renewal. Such renewals shall be deemed Delivered on the first day of the then-current renewal term of the applicable Subscription.

1.4 Accounts. Licensee is responsible for maintaining the confidentiality of its account and password, including but not limited to the restriction of access to Licensee's machines. Licensee agrees to accept responsibility for any and all activities or actions that occur under its Nuve Platform and Third Party Provider accounts. Licensee must notify Nuve Platform immediately upon becoming aware of any breach of security or unauthorized use of its accounts. Licensee may not use as a username the name of another person or entity or that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than Licensee, without appropriate authorization. Licensee may not use as a username any name that is offensive, vulgar or obscene.

1.5 Implementation Services. Implementation Services shall begin as soon as reasonably practical after the Effective Date, and shall conclude when the Nuve Platform determines in its reasonable discretion that such integration is complete in a manner to allow Licensee to use the Services. Nuve Platform will notify Licensee when Nuve Platform believes that it has completed the Implementation Services. If Licensee believes that the Implementation Services are not complete, Licensee will within 5 business days so notify Nuve Platform via a written rejection notice which provides a detailed description of any claimed failures in a manner sufficient to allow Nuve Platform to address such issues. Licensee's Failure to give such written notice within such 5 business-days period will constitute acceptance. Completion of some or all of the Implementation Services may be subject to Licensee providing Nuve Platform with access to appropriate Licensee personnel or certain system environments, specifications or other items. Nuve Platform' allocation of its resources, assumes that Nuve Platform will receive from Licensee, in a timely manner, any such access reasonably required to perform the Implementation Services. Accordingly, any dates or time periods relevant to the Implementation Services shall be appropriately and equitably extended to account for any delays resulting from Licensee failing to provide such required access.

2. Control of the Services; Systems.

2.1 The method and means of providing the Services shall be under the exclusive control, management, and supervision of Nuve Platform. Nuve Platform will provide and operate the Services in a professional and commercially reasonable manner in accordance with applicable law.

2.2 Each party shall retain sole responsibility for such party's information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.

2.3 Upon termination of expiration of the Services, or if Licensee does not download or request an export from the Services its Licensee Data, Nuve Platform may permanently delete or render all or parts of such Licensee Data unreadable. Unless agreed to otherwise in the Order, Licensee is responsible for regular back-ups and management of its Licensee Data in a manner consistent with the reasonable industry standards. Nuve Platform has no obligation to protect Licensee Data that Licensee elects to store or transfer outside of Nuve Platform' systems (for example, offline or on-premises storage). Nuve Platform shall have no liability related to any loss of Licensee Data to the extent that such loss would have been avoided if Licensee had met its obligations hereunder.

3. Ownership of Intellectual Property; License Grant;

3.1 Ownership by Nuve Platform: Nuve Platform owns its Services, Documentation, Site and work. The Materials, Documentation and Services contain proprietary and confidential information of Nuve Platform and its licensors. Except to the extent licenses are expressly granted hereunder, Nuve Platform and its licensors retain all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to the Materials, Documentation and Services. The use, copying, redistribution, use or publication by Licensee of any such parts of the Site, Documentation or the Services, except as expressly authorized by the Agreement, is prohibited. Except as may otherwise be provided for in a statement of work signed by the parties, Nuve Platform shall own all right, title and interest, including all intellectual property rights, in and to any intellectual property created by Nuve Platform and delivered to Licensee pursuant to the Agreement or otherwise created by Nuve Platform in the course of providing the Documentation and Services under the Agreement.

3.2 License Grants by Nuve Platform.

(a) Subject to and in consideration of timely payment by the Licensee of the license fees hereunder, and of Licensee's compliance with the other terms and conditions of the Agreement, Nuve Platform hereby grants to the Licensee and its Authorized Users, solely during the applicable term specified in an Order, a royalty free, limited, personal, non-exclusive, non-transferable (except as otherwise expressly allowed by the Agreement), non-sublicensable license to: (i) access and use the Services via the Internet address provided to Licensee by Nuve Platform within the Usage Metrics of permitted usage as set forth on the applicable Order; and (ii) use the Documentation.

(b) Feedback. You hereby grant to Nuve Platform a non-exclusive, royalty-free, irrevocable, perpetual worldwide license to use and incorporate into the Services, suggestions, comments, improvements, ideas, or other feedback or materials provided by you or your Authorized Users to Nuve Platform, including feedback provided through Third Party Product community forums (your “Feedback”). Nuve Platform will exclusively own any improvements or modifications to the Services based on or derived from any of your Feedback including all intellectual property rights in and to the improvements and modifications.

3.3 Restrictions to License Grant by Nuve Platform. Licensee may not use the Services in any manner or for any purpose other than the development of its own software environments. Licensee agrees that it (and its Authorized Users) will not without express written permission of Nuve Platform: (a) reverse compile, disassemble, decompile or engineer, copy, modify, adapt or create derivative works of or from the Services or any part thereof; (b) make the Services or Documentation available to, or use the Services or Documentation for the benefit of, anyone other than Licensee or Licensee's customers; (c) assign, transfer, sell, resell, license, sublicense, distribute, rent or lease the Services or Documentation, or include any Services or Documentation in a service bureau or outsourcing offering; (d) permit direct or indirect access to or use of the Services or Documentation in a way that circumvents any contractual usage limit; (e) copy the Services or Documentation or any part, feature, function or user interface thereof (except as expressly otherwise permitted under the Agreement); (f) use the Services independently or with computer programming routines to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) download (other than page caching) any portion of the Services or Content, except as permitted by the Documentation; (h) access or use any Services or Documentation in order to build a competitive product or service; (i) upload to the Services any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, (j) interfere or attempt to interfere in any manner with the functionality or proper working of the Services (including by disabling or circumventing features that prevent or limit access to or use of any content, or by interfering with, intruding into, disrupting, or making repeated accesses or requests that cause performance degradation to any network, equipment, server, or software system used to host or otherwise implement the Services); or (k) use any means of automated data collection (“scraping”) or indexing (“crawling”), including by use of data mining tools, scripts, repeated data requests, automated systems (“robots”), or any other method to collect, copy, or aggregate information hosted by or on the Services.

3.4 Licensee Responsibilities. Licensee shall provide accurate, current and complete information required to enable its Authorized Users on the Cloud Infrastructure, and to maintain the accuracy of such information during the Use of the Services. Licensee shall require Authorized Users to maintain proper password security, and for maintaining the confidentiality of Licensee's account. Without limiting any other responsibilities Licensee has under the Agreement, Licensee is responsible for the actions of its Authorized Users, of anybody accessing the Cloud Infrastructure using the credentials of any Authorized User, and of any other individuals to which Licensee has given access to the Services.

3.5 Ownership by Licensee. Except to the extent licenses are expressly granted hereunder, Licensee retains all right, title and interest in and to all intellectual property rights (including patent, trademark, trade secret rights, inventions, copyrights, know-how and trade secrets) in and to: (i) its products and services; (ii) the Licensee Data; and (iii) subject to the other restrictions in the Agreement, any Output. No rights are granted to Nuve Platform except as expressly set forth in the Agreement.

3.6 License Grant by Licensee; Third Party Claims.

a. Licensee hereby grants to Nuve Platform a non-exclusive, transferable and sublicensable (solely as set forth herein), worldwide, royalty-free license to use, copy, modify and perform: (i) Licensee Data solely as reasonably required to operate and provide the Services and (ii) the Output. For clarity, Nuve Platform may use the name and email address of each Authorized User for the purpose of providing Support Services. In addition, and despite anything to the contrary in the Agreement, Nuve Platform shall have the right to collect and analyze Licensee Data (other than Personal Data as set forth in Section 10) and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Licensee's use of the Services and data derived therefrom), and Nuve Platform will be free to (i) use such information and data for the purpose of analytics and to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Nuve Platform offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business such that neither Licensee nor any individual may be identified from such data.

b. Licensee shall defend, indemnify and hold Nuve Platform harmless from and against any claims, actions, and other proceedings and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses, including reasonable attorneys' fees and court costs (collectively, “Losses,”) to the extent arising out of or relating to (i) Licensee Data, including but not limited to any claim that any Licensee Data violates or infringes the privacy rights of any individual or (ii) any breach of security or unauthorized use of Licensee's accounts not caused by the actions of Nuve Platform.

4. Fees; Payments; Excess Use.

4.1 Accrual of Payment Rights; Renewal Term Fees. Nuve Platform' right to payment for the Services licensed by Licensee shall accrue on the date the Services are Delivered to Licensee and on the first day of each Renewal Term, if any. Renewal Term fees are equal to Nuve Platform' then-current license fees for Licensee's Subscription type. Except in the case of material breach of the Agreement by Nuve Platform, all payments accrued or made under the Agreement are non-cancelable and nonrefundable.

4.2 Invoicing and Payment. If Licensee opts to be invoiced (and not to have payments automatically process by credit card payment) Nuve Platform or its third-party payment processer will invoice Licensee for Subscription fees in advance on a recurring and periodic basis in accordance with the relevant Order. Unless otherwise indicated, payment of the Subscription fee is due within thirty (30) days of Licensee's receipt of an undisputed invoice. In the case of non-payment of any fees, Nuve Platform may, at its sole discretion: (i) suspend Licensee access to the Services; (ii) terminate the Agreement; or, (iii) continue to provide the Services, for a period solely determined by Nuve Platform, in anticipation of full and prompt payment by Licensee. Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. Nuve Platform shall be entitled to reasonable reimbursement for any costs associated with the collection of any past-due balance.

4.3. Credit Card Payment. Nuve Platform accepts payment for Orders by credit card. If Licensee chooses to pay by credit card then Licensee must provide a valid credit card number, the expiration date of the credit card and the billing address. Licensee represents and warrants that: (a) it has the legal right to use any credit card(s) it provides to Nuve Platform and that (b) the credit card information Licensee supplies is true, correct and complete. Nuve Platform may process credit card payments using third party payment processor services to pay for Orders and Licensee consents to use of third party payment processors by Nuve Platform subject to the Privacy Policy. If Licensee's credit card payment cannot be processed then Nuve Platform will issue an electronic invoice to Licensee with other payment options. In the alternative, Nuve Platform may cancel any Order if it reasonably suspects Licensee has submitted incorrect or unauthorized credit card information.

4.4 Taxes. Unless otherwise stated with respect to terms and conditions for a specific Subscription type, all stated prices are exclusive of any taxes, fees, and duties or other amounts, however designated, and including without limitation value added and withholding taxes that are levied or based upon such charges, or upon the Agreement. Any taxes related to the Documentation or Services purchased or licensed pursuant to the Agreement including, but not limited to, withholding taxes, will be paid by Licensee, or Licensee will present an exemption certificate acceptable to the taxing authorities. Licensee will not be liable for taxes imposed on Nuve Platform based on Nuve Platform' income.

4.5 Excess Use. Licensee's Subscription use of the Services may be subject to certain Usage Metrics, as set forth in the applicable Order. If Licensee's use of the Services exceeds the Usage Metrics (“Excess Use”), then Licensee shall be billed for such Excess Use and Licensee agrees to pay the additional fees in the manner provided herein. To the extent that Licensee's use of the Service exceeds the Usage Metrics, (i) Licensee shall amend its applicable Order to reflect the Excess Use; (ii) such new Usage Metrics shall be deemed to be Licensee's new minimum commitment going forward (with the Fee for the calendar month in which the Excess Use first occurred being pro-rated for such month from the first day in the month on which the Excess Use first occurred to the end of such calendar month) and (iii) Licensee shall pay to Nuve Platform the applicable difference in Fees within ten (10) business days after receipt of Nuve Platform' properly issued invoice.

5. Warranties and Disclaimer

5.1 Each party hereby represents and warrants to the other party that the Agreement is a valid and binding obligation of such party and enforceable against such party in accordance with its terms.

5.2 Licensee represents and warrants that Licensee owns all Licensee Data or Licensee has all rights that are necessary to grant Nuve Platform the licensed rights in Licensee Data under the Agreement. Licensee further represents and warrants that: (a) neither Licensee Data, nor the inclusion of Licensee Data in the Services, will infringe, misappropriate or violate a third party's Intellectual Property Rights, or Applicable Privacy Law or regulation, (b) it has accurately identified itself and it has not provided any inaccurate information about itself; (c) each Authorized User is 18 years or older; and (d) it has not previously been suspended or removed from the Services.

5.3 The Documentation and Services are provided “as is” and “as available” without any warranties of any kind. EXCEPT AS MAY OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NUVE PLATFORM MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY PRODUCTS, SERVICES, DOCUMENTATION, DATA OR OTHER TANGIBLE OR INTANGIBLE MATERIALS PROVIDED UNDER THE AGREEMENT, AND HEREBY DISCLAIMS ANY OTHER EXPRESS AND ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NUVE PLATFORM DOES NOT WARRANT THAT THE SERVICES OR DOCUMENTATION PROVIDED UNDER THIS AGREEMENT WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE OR THAT SUCH SERVICES OR DOCUMENTATION WILL SUCCEED IN RESOLVING ANY PROBLEM.

6. Limitation of Liability

6.1 Limitation on Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS BASED UPON NUVE PLATFORM'S BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER OR ITS GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND SUBJECT TO SECTION 6.2, NUVE PLATFORM WILL NOT BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 Prohibition on Certain Damages. DESPITE ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL NUVE PLATFORM BE LIABLE FOR ANY CLAIM BY ANY THIRD PARTY. EXCEPT WITH RESPECT TO CLAIMS BASED UPON LICENSEE'S BREACH OF ITS LICENSED RIGHTS HEREUNDER, IN NO EVENT WILL EITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR: (i) ANY SPECIAL OR PUNITIVE DAMAGES; (ii) ANY LOSS OF PROFITS, LOST BUSINESS, REVENUE OR DATA; (iii) THE USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv) ADDITIONAL DATA PROCESSING COSTS INCURRED IN CONNECTION WITH USE OF THE SERVICES OR (v) ANY COSTS OR LIABILITIES ASSOCIATED WITH INCREASED COMPUTE CYCLES OR PROCESSING CYCLES IN LICENSEE'S THIRD-PARTY-HOSTED ACCOUNT, IN EACH CASE WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, AND WHETHER OR NOT SUCH DAMAGES ARE CHARACTERIZED AS DIRECT, INDIRECT OR OTHER, EVEN IF SUCH OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Maximum Liability. IN NO EVENT SHALL NUVE PLATFORM'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO NUVE PLATFORM UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING ANY CLAIM MADE HEREUNDER.

7. Confidentiality

7.1 Confidentiality Agreement. Each of the parties hereto undertakes to the other to keep confidential all Confidential Information concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of the Agreement. To qualify as Confidential Information, the disclosing party must conspicuously mark the Confidential Information in tangible form as “confidential,” “proprietary” or similar words generally understood to communicate the confidential nature of the information. Where it is not possible to use such marking, or when the information is disclosed orally or visually, the disclosing party must state at the time of disclosure that the information is Confidential Information, and when requested by the receiving party, summarize in writing the Confidential Information within a reasonable time of such request, describing the disclosure in sufficient detail. Despite the foregoing, the Services and each party's product road maps, product development plans, pricing, business plans, customer lists, business and financial information shall be deemed to be such party's Confidential Information.

7.2 Exceptions. Despite all of the foregoing, Confidential Information will not include any information which: (a) is already lawfully in the receiving party's possession (unless received pursuant to a nondisclosure agreement); (b) is or becomes generally available to the public through no fault of the receiving party; (c) is disclosed to the receiving party by a third party who may transfer or disclose such information without restriction; (d) is disclosed by the receiving party with the disclosing party's approval; or (e) is independently developed by the receiving party without any use of Confidential Information.

7.3 Required Disclosures. If a party is ordered to disclose Confidential Information by judicial or governmental authorities, then the receiving party shall use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order therefore.

7.4 Injunctive Relief. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that the disclosing party's remedies at law for a breach by the receiving party of its obligations hereunder may be inadequate and that the disclosing party shall be entitled to seek equitable relief (including without limitation provisional and permanent injunctive relief and specific performance).

8. Term and Termination.

8.1 Term of Agreement. The Agreement shall begin and end as specified in the Order (the “Initial Term”). Thereafter, the Order and the Agreement shall automatically renew for additional periods of the same length as the Initial Term, unless either party notifies the other of its intent not to renew prior to the end of the then-current term (the “Renewal Term”). The “Term” means the Initial Term and the Renewal Term. Licensee may provide notice of non-renewal either through its online account management page or by contacting the customer support team at support@nuveplatform.com.

8.2 Termination. The Agreement and any Order may be terminated by either party upon notice if the other party (i) breaches any material term or condition of the Agreement and fails to remedy the breach within thirty (30) days after being given notice thereof, or (ii) ceases to function as a going concern or to conduct operations in the normal course of business, or (iii) has a petition filed by or against it under any bankruptcy or insolvency laws which petition has not been dismissed or set aside within sixty (60) days of filing.

8.3 Effect of Termination. Upon termination of the Agreement, Licensee shall immediately uninstall or destroy (or at the sole option of Nuve Platform, return) all copies (if any) of the Services and Documentation in its possession or control, and a duly authorized officer of the Licensee shall certify in writing to Nuve Platform that the Licensee has complied with such obligation. Any termination of the Agreement pursuant to this Article III, Section 8 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

8.4 Survival. Article III, Sections 3.1, 3.3 - 3.6, 4, 5.2 - 5.5, 6-7, 8.4, 8.5, 9, 10 and 13, all associated definitions, and all accrued rights to payment shall survive after termination or expiration of the Agreement.

8.5. Termination is not an exclusive remedy for breach of the Agreement by either party. All other remedies will be available to the non-breaching party whether or not the non-breaching party terminates the Agreement for breach by the other party.

9. Import and Export Regulations.

The Services are subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. Licensee shall not transfer, export or re-export, directly or indirectly, the Services to any Prohibited Entity, and Licensee affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).

10. Personal Data; Security; Compliance with Laws.

10.1. No Sensitive Data. Licensee is prohibited from providing any patient, medical or other protected health information regulated by the Health Information Portability and Accountability Act of 1996, as amended, and the rules promulgated thereunder or any similar federal or state laws, rules or regulations to the Service. Licensee shall provide appropriate notices to (and obtain appropriate consents from, if applicable) its Authorized Users about the collection, transfer and processing of Personal Data by Nuve Platform.

10.2 Authority. Licensee represents and warrants that it has the necessary rights and full power and authority to provide Personal Data to Nuve Platform.

10.3 Restrictions on Personal Data. Each party agrees to abide by all Applicable Privacy Laws in connection with providing and using the Services. If Licensee provides Personal Data to Nuve Platform under the Agreement, such as names and email addresses of authorized users who login to the Nuve Platform Solution or request Support Services, then Nuve Platform will: (a) use the Personal Data solely for the purpose of providing the Services to Licensee; and (b) delete the Personal Data within twenty (20) days of a request to do so from Licensee or, otherwise, as required by law. For any Services where Licensee data is stored by Nuve Platform, Licensee consents to the storage and processing of Licensee Data by Nuve Platform' cloud hosting subprocessor Google Compute Engine for the purpose of providing the Services to Licensee, using servers located in the United States or in the local jurisdiction of Licensee. Licensee acknowledges that the data privacy and data security measures for the storage and processing of data published by Google (including Google Compute Engine) meet the requirements of this Section. For clarity, however, except where otherwise expressly provided, Licensee shall deploy the Services and store and process Licensee Data in a cloud instance Licensee owns or controls.

11. Third Party Products.

Licensee in its sole discretion may choose to authorize the Services to connect to third party software applications and platforms, such as Licensee's GitHub or Bitbucket account (“Third Party Products”). Licensee may authorize the Product to import data from Third Party Products to the Product, such as Licensee's GitHub or Bitbucket account user name and email address, and this imported data is “Licensee Data.” Third Party Products are not under Nuve Platform' control. Neither the Agreement nor the Privacy Policy are binding upon third parties. Nuve Platform does not endorse Third Party Products.

12. Publicity.

Either party to the Agreement may publicize the existence of the business relationship established by the Agreement in connection with its products, promotions, or publications. Licensee agrees to participate with Nuve Platform in a customer story, and grants to Nuve Platform the right to publish and publicly display (in written, electronic or any other media or form) the results of such customer story. Despite the foregoing, any public display or distribution of such results shall be in compliance with Article III, Section 7 (Confidentiality). The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Agreement start date, and Licensee further agrees to reasonably cooperate with Company to serve as a reference account upon request. Licensee grants Nuve Platform permission to use Licensee's name and logo(s) in connection with promotion of Nuve Platform' products and services. All representations of Licensee's logo shall be exact copies of those used by Licensee in design, color and other details. Except as expressly set forth in this Section, nothing in the Agreement gives either party any right, title or interest in the other party's logos, trademarks, service marks or trade names. Despite anything to the contrary, neither party may disclose the specific terms of the Agreement, except as required by applicable law.

13. Miscellaneous.

13.1 Notices. All notices must be in writing and in the English language and will be deemed given only when sent by mail (return receipt requested), hand-delivered, sent by documented overnight delivery service to the party to whom the notice is directed, at the Nuve Platform address listed in Article I of this ToS, “Attention: Legal” and the Licensee address listed on the Order (or such other address as to which the other party has been notified), or sent by email to the email address as may be provided by one party to the other from time to time. Despite any of the foregoing, notices of updates to the Privacy Policy may be delivered by Nuve Platform posting such updates on the Site.

13.2 Assignment and Sublicensing. Nuve Platform may assign its rights and obligations hereunder without the requirement of consent of Licensee to an entity that acquires all or substantially all of the shares of Nuve Platform, or all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale, or otherwise. In all other cases, neither party shall assign, transfer or sublicense any of its rights or obligations hereunder without the prior written consent of the other party.

13.3 Headings. Headings to paragraphs or sections in the Agreement are for the purpose of information and identification only and shall not be construed as forming part of the Agreement.

13.4 Governing Law; Venue. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to the Agreement shall be in Cook County, Illinois, USA.

13.5 Attorneys' Fees. If any legal action or other proceeding is brought to enforce the provisions of the Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in the action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

13.6 Independent Contractors. The parties agree that each is an independent contractor and neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other party.

13.7 Invalidity and Severability. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

13.8 Waiver. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

THE AGREEMENT ALONG WITH ANY SIGNED AND COUNTERSIGNED ORDERS OR STATEMENTS OF WORK, WHEN SUCH DOCUMENTS EXIST, CONSTITUTE THE COMPLETE AND EXCLUSIVE UNDERSTANDING OF THE PARTIES REGARDING ACCESS TO AND USE OF THE SERVICES, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS SALES PROPOSALS, NEGOTIATIONS AND AGREEMENTS.