Disclaimer

NuVeda hereby grants and you (the "USER") hereby accept a non-exclusive, non-transferable, "Free Trial" license (without the right to grant sublicenses) to use the Product(s) solely for USER’s own personal, internal research purposes in accordance with and subject to the terms and conditions of this "Free Trial" EndUser License Agreement ("Agreement").

By using the nuvedalearning.com, mynuclo.com and web sites driven by the NuCLO^TM or NuLMS^TM software (the "Service"), a service of Nuveda Learning,LLC (Nuveda Learning), you and the users of this service agree to be bound by the following terms and conditions ("Terms of Service").

Nuveda Learning reserves the right to update and change the Terms of service from time to time without notice. Continued use of the Service after any such changes shall constitute your consent to such changes.

Violation of any of these agreements will result in the termination of your account. You agree to use the Service at your own risk and understand that Nuveda Learning cannot be and is not responsible for any information or data posted by users ("Content") posted on the Service and you nonetheless may be exposed to such materials.

Section 1: Service

• This Service provides users with online access to information such as on the job as well as acting as a collaboration platform for facilitators, learners and administrators. The Facilitators and the Administrators determine the scope and nature of the information to make available to users through the Service.
• "Free Trial" is a service that is for a limited period of time, usually 30 days.

Section 2: Account Terms

• You must be 18 years or older to use this Service.
• You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
• You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
• You are responsible for maintaining the security of your account and password. Nuveda Learning cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You are responsible for all Content posted and activity that occurs under your account.
• You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
• You agree to receive periodic emails from Nuveda Learning announcing new features, upgrades or important announcements about our service.

Section 3: Copyright and Content Ownership

• Nuveda Learning claims no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours.
• Nuveda Learning does not pre-screen Content, but Nuveda Learning and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
• NuVeda Learning explicitly bans the upload of any objectionable material – including images, videos and audio files that are either virus-infected or generally considered objectionable or defamatory or violates intellectual property of others. NuVeda will be the sole arbiter of these decisions and will remove items at its discretion.
• You shall not upload, post or otherwise make available on the Nuveda sites any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission, and hereby agree to indemnify, defend and hold harmless Nuveda Learning for any and all claims, liabilities, damages and expenses arising from such infringement, including, but not limited to attorneys' fees.

Section 4: General Conditions

• Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis.
• Technical support is only provided to paying account holders and is only available via email to individual paying account holders and by email and phone to corporate accounts
• You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Nuveda Learning, or any other Nuveda Learning service.
• You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Nuveda Learning.
• Nuveda Learning may, but has no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
• Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Nuveda Learning customer, employee, member, or officer will result in immediate account termination.
• You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
• You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
• You must not transmit any worms or viruses or any code of a destructive nature.
• If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Nuveda Learning) of other Nuveda Learning customers, we reserve the right to immediately disable your account or throttle your file or image hosting until you can reduce your bandwidth consumption.
• Nuveda Learning does not warrant that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
• You expressly understand and agree that Nuveda Learning shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (regardless of whether Nuveda Learning has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) termination of your account; or (vi) any other matter relating to the Service.
• The failure of Nuveda Learning to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Nuveda Learning and govern your use of the Service, superceding any prior agreements between you and Nuveda Learning (including, but not limited to, any prior versions of the Terms of Service).
• You agree to hold harmless and indemnify Nuveda Learning, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Nuveda Learning will provide you with written notice of such claim, suit or action.
• These Terms of Service will be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in St. Louis Park, Minnesota and you consent to the jurisdiction of such courts.