NUVOLA NETWORKS TERMS OF SERVICE

Updated:  July 2015

Welcome to Nuvola Academy. The nuvolaacademy.com website, (the “Website”) and other services offered by Nuvola (the “Platform”) are owned and operated by Nuvola,Networks, Inc. (“Nuvola” “we” or “us”). The Platform provides a means to enable individuals or enterprises to create custom learning portals, provide Class Materials (defined below) and to take online classes (collectively, “Services”).

Whether you are a visitor, teacher (“Teacher”) or student (“Student”) (visitor, Teacher and Student, collectively, “Customer” or “you”), by using the Services in any manner, including but not limited to visiting or browsing the Services, you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Platform and Services. These terms of service (these “Terms”) constitute a legal agreement between you and Nuvola. In order to use the Platform and Services you must agree to these Terms. By using the Platform or receiving any Services, you hereby expressly acknowledge and agree to be bound by these Terms, and any future amendments and additions to these Terms as provided herein.

CHANGES TO TERMS OF SERVICE

We reserve the right to modify these Terms or its policies relating to the Platform or Services at any time, effective upon posting of an updated version of these Terms on the Platform. You are responsible for regularly reviewing these Terms. Continued use of the Platform or any Services after any such changes will constitute your consent to such changes.

PRIVACY

You should carefully read our full Privacy Policy before using the Platform and Services as it is hereby incorporated into these Terms by reference, and governs our treatment of any information, including personally identifiable information you submit to us. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and that we may process such information, within the terms of the Privacy Policy.

LICENSE GRANT, RESTRICTIONS AND COPYRIGHT POLICY

Subject to your compliance with these Terms, Nuvola hereby grants you a limited, nonexclusive, non-transferable license to access, view and print any publicly available Nuvola content solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Services, except as expressly permitted herein. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Nuvola or its licensees, except for the licenses and rights expressly granted herein.

 

INFORMATION FOR TEACHERS

Nuvola does not claim ownership rights in any of your data, text, information about you or your work, classes, class materials, outlines, other samples of your work, usernames, graphics, images, photographs, profiles, audio, video, items, and links (“Class Materials”).

 

You are granting Nuvola a license solely to enable Nuvola to post, market and use the Class Materials supplied to us by you so that we are not violating any rights you might have in Class Materials. You hereby grant to Nuvola a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright and publicity rights you have in the Class Materials, in any media now known or not currently known. You agree that Nuvola may store, translate, or re-format your Class Materials on the Services and display your Submissions on the Services in any way Nuvola chooses.

 

Class Materials represented as the Teacher’s must be original works of the Teacher or the Teacher must have adequate rights to display and share the Class Materials. By providing Class Materials through the Platform you warrant that all aspects of the Class Materials comply with this Agreement and Nuvola’s published policies. You must accurately describe yourself and each part of your Class Materials. You must provide accurate answers to any questions that may be asked regarding any part of your Class Materials. Your Class Materials may only include text, graphics, pictures, and other content relevant to the Class Materials and each Submission must be listed in an appropriate category with appropriate tags.

 

As a Teacher, you will have the option to allow your Class Materials to be resold individually or as bundled with other Teachers’ Class Materials. If you elect to allow your Class Materials to be resold, you will have the ability to set a percentage of revenue you wish to share with the reseller of your Class Materials. All revenue sharing payments will be divided automatically and deposited in each party’s designated account.

 

USER AGREEMENT, REPRESENTATIONS AND RESTRICTIONS

In order to access the Services, you will be required to register for a Nuvola account (an “Account”). You agree to: (a) provide true, accurate, current and complete information about yourself when registering for an Account, including any credit card information (your “Credit Card”); (b) maintain and promptly update your Account to keep it true, accurate, current and complete; (c) review the fees (accessible on the Website) to be charged for your use of the Services (the “Fees”); and (d) authorize Nuvola or its third party service providers to charge your Credit Card for any and all Fees incurred by you for your use of the Services. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You are responsible for all reasonable costs incurred by Nuvola in attempting to obtain payment of Fees, including any attorneys’ fees, collection agency fees, interest fees and court costs.

 

You represent and warrant to Nuvola that you will: (a) maintain the security of your user identification, password and other confidential information relating to your Account; (b) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Platform and Services; (c) be responsible for all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password; (d) comply with these Terms; and (e) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Platform and Services.

 

You further represent, warrant and covenant that: (i) you are at least 18 years old and have the power, and authority to enter into and perform your obligations under these Terms; (ii) all information you provide to Nuvola, including Credit Card information, is truthful, accurate and complete; (iii) you are authorized, or have the permission of the authorized signatory of the Credit Card used to pay any Fees incurred from use of the Services; and (iv) you have provided and will provide accurate and complete registration information.

 

You are not permitted, directly or indirectly, to: (x) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of Nuvola or the copyright owner; or (y) distribute, display (except as otherwise set forth herein), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Platform content, in whole or in part; or (z) remove any proprietary notices or labels on the Platform.

 

By using the Platform and Services, you agree that you:

 

SAFE SHOPPING

Federal law limits your liability for unauthorized charges to your Account. The Fair Credit Billing Act (“FCBA”) states that your Credit Card provider cannot hold you liable for more than $50 in the unlikely event a fraudulent charge occurs on your Account. Nuvola will pay up to $50 of your liability if your Credit Card is used fraudulently on the Platform.

 

We will assume the aforementioned $50 liability only if the unauthorized use of your payment method resulted through no fault of your own from purchases made on the Platform while using our secure server. In the event of unauthorized use of your payment method, you must notify your Credit Card provider in accordance with the FCBA reporting rules and procedures.

 

RIGHT TO TERMINATE

We reserve the right to terminate or restrict your Account, these Terms, or the use of the Platform and Services, without notice, for any reason. You agree that Nuvola will not be liable to you or to any third party for termination of your access to the Platform as a result of any violation of these Terms.

 

PAYMENT, PRICING AND PROMOTIONS

Any fees are for Class Materials are due immediately and are non-refundable. Teachers reserve the right to determine the final prevailing price for Class Materials. As consideration for providing the Platform and Services, Nuvola will receive a 30% share of the fees paid for Class Materials. Fees are subject to change, your fee structure can be found in your Account information. Changes to fees are effective after the changes are posted on the Services. All transactions will be executed using a third party payment processor (“Payment Processor”), and may be subject to a service charge. You will be asked to provide customary billing information such as name, billing address and payment information. Once you agree to the fees for the Class Materials, you hereby authorize Nuvola to debit, through a Payment Processor, your payment card or user account in the amount of the Fees. You are responsible for all taxes related to the amounts paid to you in connection with the Services, Platform and Class Materials.

 

Nuvola may make promotional offers to some or all of its customers.  These offers may include different features and rates.  Unless offered to you, these promotional offers will not change your existing rates or contract.  Nuvola may change its fees at any time for any reason.

 

THIRD PARTY INTERACTIONS

During use of the Platform, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Platform. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Nuvola and its licensors will have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third party. Nuvola does not endorse any sites on the Internet that are linked through the Platform, and in no event will Nuvola or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. Certain third party providers of goods and services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and Nuvola disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.

 

Nuvola may utilize third party advertising and marketing supplied through the Platform and other mechanisms to subsidize the Platform and Services. By agreeing to these Terms you agree to receive such advertising and marketing. Nuvola may compile and release information regarding you and your use of the Platform or Services on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Platform.

 

Feedback

Nuvola considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Class Materials, Services or Platform (“Feedback”) to be non-confidential and non-proprietary, and Nuvola will not be liable for the disclosure or use of any Feedback. If, at Nuvola’s request, any user sends Feedback to improve the Services, Class Materials or Platform, Nuvola will also consider that Feedback to be non-confidential and non-proprietary and Nuvola will not be liable for use or disclosure of the Feedback. Any communication by you to Nuvola is subject to this Agreement. You hereby grant and agree to grant to Nuvola, under all of your rights in the Feedback, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit Feedback for any purpose, commercial or otherwise, without compensation or accounting to you and without further recourse by you.

 

INDEMNIFICATION

You agree that you will defend, indemnify and hold Nuvola, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including Couriers, or (c) your use or misuse of the Platform or Services.

 

DISCLAIMER OF WARRANTIES

Nuvola DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE platform WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE class materials, SERVICEs OR Platform WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY class materials, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE Platform WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICEs OR Platform WILL BE CORRECTED, OR (F) THE platform OR THE SERVERs THAT MAKE THE platform AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE platform IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Nuvola. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE platform AND SERVICE, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

INTERNET DELAYS

THE Nuvola platform and services MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Nuvola IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

LIMITATION OF LIABILITY

IN NO EVENT WILL Nuvola OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). NUVOLA AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE platform OR service, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE platform OR services, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE platform, EVEN IF Nuvola OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

NOTICE

Nuvola may give notice by means of a general notice on the Platform, electronic mail to your email address on record, or by written communication sent by first class mail or pre-paid post to your address on record. Any notice will be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Nuvola at any time by any of the following: letter sent by confirmed facsimile to Nuvola at the following fax numbers (whichever is appropriate); letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Nuvola at the following addresses (whichever is appropriate):

 

Nuvola Networks, Inc.

Attn: Customer Service

PO Box 109733

Austin TX 78717

 

All notices sent by you will be deemed given when actually received by Nuvola.

 

ELECTRONIC COMMUNICATIONS

By using any portion of the Nuvola Platform and Services, you agree to receive notices and electronic communications from Nuvola. These communications may include information about your Account or information related to the Nuvola Platform, Services, and features. You agree that any notice, agreements, disclosures, or other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing.

 

DISCLOSURE AND INJUNCTIVE RELIEF

Nuvola may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Nuvola Platform and Services, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Nuvola’s rights or property, or the rights or property of visitors to or users of the Nuvola Platform and Services, including Nuvola’s customers. Nuvola reserves the right at all times to disclose any information that Nuvola deems necessary to comply with any applicable law, regulation, legal process or governmental request. Nuvola may also disclose your information when Nuvola determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

 

You acknowledge and agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to Nuvola, for which monetary damages would be inadequate, and you consent to Nuvola obtaining any injunctive or equitable relief that Nuvola deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Nuvola may have at law or in equity.

 

DISPUTE RESOLUTION

These Terms and any dispute arising out of or related to it or the Platform or Services will be governed in all respects by the laws of the State of Texas, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Nuvola must be resolved exclusively by a state or federal court located in Travis County, Texas, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Travis County, Texas for the purpose of litigating all such claims or disputes.

For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they will initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, and the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator will be final and may be entered in any court of competent jurisdiction.

SEVERABILITY

You and Nuvola agree that if any portion of these Terms or of the Privacy Policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.

ASSIGNMENT

Nuvola may assign or delegate these Terms and the Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy without Nuvola’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.

ENTIRE AGREEMENT

These Terms and any documents expressly incorporated by reference herein (including the Privacy Policy), contain the entire understanding of you and Nuvola, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and Nuvola with respect to the Platform and Services.

NO WAIVER

The failure of Nuvola to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them will not be construed as a waiver or relinquishment of Nuvola’s right to assert or rely upon any such provision or right in that or any other instance.

The express waiver by Nuvola of any provision, condition, or requirement of these Terms or the Privacy Policy will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by Nuvola will be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Nuvola.

FORCE MAJEURE

Nuvola will not be liable for any delay or failure to perform resulting from causes outside of its reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Nuvola’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

CONTACT NUVOLA

If you have a question or concern about these Terms, please contact Nuvola Support by mail:

Nuvola Networks, Inc.

Attn: Customer Service

PO Box 109733

Austin TX 78717