A flexible, Web-based personalized portfolio stored securely in a hosted environment, iWebfolio gives you the power to store and present a lifetime's worth of experience.
TERMS OF USE

User License

CLICKWRAP END-USER iWEBFOLIO® LICENSE AGREEMENT

IMPORTANT - READ THESE TERMS CAREFULLY BEFORE ACCESSING iWEBFOLIO®. BY ACCESSING OR USING iWEBFOLIO®, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, CLICK THE "I DO NOT ACCEPT" BUTTON BELOW. BY SELECTING THE "I ACCEPT" BUTTON BELOW, YOU WILL BE AGREEING TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT WHICH WILL BECOME EFFECTIVE IMMEDIATELY UPON LICENSOR'S ACTIVATION OF YOUR PASSWORD.

PAYMENT OF AN ANNUAL SUBSCRIPTION FEE AND ISSUANCE OF A PASSWORD ARE REQUIRED FOR ACCESS TO iWEBFOLIO®. IF YOUR SUBSCRIPTION FEE HAS NOT BEEN PAID OR IF YOUR SUBSCRIPTION HAS EXPIRED OR HAS BEEN TERMINATED PURSUANT TO THE TERMS OF THIS LICENSE AGREEMENT, YOU WILL BE DENIED ACCESS TO iWEBFOLIO®.

1. Grant of License. After you have selected the "I Accept" button below, and your password has been activated, Nuventive, LLC ("Licensor") grants to you a non-exclusive, non-transferable, limited license to access and use the iWEBFOLIO® application. The iWEBFOLIO® application includes any and all associated media, printed materials and online or electronic documentation related to the use of iWEBFOLIO® that are available for use by licensed users (collectively the "Application") for so long as your subscription is in effect (see below). The license granted to you to use iWEBFOLIO® is limited to following purposes: to enter and store data through the Application; to create and publish personalized electronic portfolios of your work product and personal information (your "Portfolios"); and to allow you to give access to your Portfolios to those individuals or entities to whom you grant access. The Application may not be used for any other purposes. Your use of the iWEBFOLIO® application is subject to Licensor's Privacy Policy (as such Policy may be modified from time to time by Licensor), which may be accessed at www.iwebfolio.com.

2. Access to the Application. The Application may only be accessed over the Internet at Licensor's web site for use only as authorized by this Agreement.

3. Subscription Fee; Annual Renewal; Password. To access and use the Application, you must have a fully paid-up subscription. The subscription fee amount is shown on the immediately preceding screen unless you have purchased your subscription directly through your institution or other authorized reseller, in which case your subscription fee has been paid through such institution or other authorized reseller. In either case, the payment of the subscription fee permits you to access the Application for one (1) year commencing on the date your password is first activated, unless your subscription is terminated earlier under the terms of this License Agreement or unless you have purchased a multi-year subscription. Upon your acceptance of the terms of this License Agreement by selecting the "I Accept" button at the bottom of this License Agreement, Licensor will accept your offer to enter into this License Agreement by activating your password. Once your password is activated, your subscription fee is nonrefundable unless otherwise provided by law.

Licensor will attempt to notify you prior to the normal expiration of your subscription. Prior to the expiration of your subscription you may renew your subscription by paying the annual subscription fee then in effect. If you have selected the automatic renewal option on the registration screen, and provided a valid credit or debit card number, Licensor will automatically renew your subscription on each anniversary date of your password activation date, unless you notify Licensor at least 30 days prior to such anniversary date that you are terminating your subscription. If your credit or debit card has expired, or if for any other reason Licensor is unable to charge the annual subscription fee to your credit card or debit card, you will be denied access to the Application upon the expiration of your subscription unless you provide Licensor with a valid credit card or debit card to charge your subscription fee. Once your credit card or debit card is charged for the next year's subscription fee, your subscription fee for such year is nonrefundable unless otherwise provided by law.

In the event that you forget your password, you may email Licensor's customer support during normal business hours. You will be required to answer specific questions to confirm your identification. If you fail to answer such questions properly, Licensor may deny you access to the Application, your Portfolios and any other data you may have stored through the Application until such time that you are able to provide to Licensor evidence, to Licensor's reasonable satisfaction, as to your identification.

Licensor has no obligation whatsoever to provide you access to your Data or Portfolios upon the expiration or termination of your subscription.

4. Ownership.

(a) Your Portfolio Data. As between you and Licensor, you will at all times be the owner of the data you create and personally enter into your Portfolios (your "Data"). You will have the ability to identify, to the extent allowed by the Application, who may have access to your Data. The use of your Data by those persons or entities to whom you have granted access is between you and such persons and/or entities. Once you grant access to such persons and/or entities, you understand that such persons and/or entities may use and/or disclose your Data contrary to the terms upon which you granted them access. Licensor shall have no responsibility with respect to the use of your Data by such persons or entities. You have the responsibility to check and maintain the accuracy of your Data and to promptly inform Licensor in the event that you suspect a defect in the Application may be affecting your Data. You understand that although the Application includes certain security protections, your Data could be disclosed as a result of a failure or breach of the security of the Application or Licensor's network, or as a result of errors in the Application or Licensor's network and you release Licensor from any liability for loss or damage caused by or resulting from any failure or breach of security or from errors in the Application or Licensor's network. You understand that your Data, when stored in the Application, may not be considered as part of any official educational record maintained by any educational institution with which you may be affiliated and, therefore, may not be provided the same privacy protections by law as an official educational record.

(b) Rights of Licensor to use, access and disclose your Data. You grant to Licensor, its employees, contractors, agents and successors and assigns the right to use, access and disclose your Data as follows: (i) they may share your Data with their affiliates and other companies and individuals engaged to perform system maintenance and other management or audit functions on their behalf, but such affiliates, companies and individuals may use your Data only to perform such functions; (ii) they may disclose your Data in special cases when there is reason to believe that disclosing your Data is necessary to identify, contact or bring legal action against any person who may cause injury to, or interfere with, Licensor's rights or property or another person or entity's rights or property; (iii) they may disclose your Data when required by law; (iv) they may use and disclose your Data to the extent that it is not personally identifiable for statistical or aggregated purposes at their discretion; (v) they may disclose your Data if your Data is being used or may be used for an unlawful purpose, and (vi) in the event that Licensor sells its iWEBFOLIO® business, Licensor shall have the right to assign this Agreement including the right of Licensor to use, access and disclose the your Data as part of the assets to be sold, and the right to transfer your Data to the purchaser's hosting environment; provided, however, that the purchaser of such assets is bound by the same terms and conditions with respect to the use, access and disclosure of your Data as is contained in this License Agreement. Subject to the foregoing, Licensor shall not rent or sell your Data to third parties without your consent or express designation or authorization permitting your Data or any portion thereof to be provided to third parties. This Agreement is subject to the provisions of Licensor's Privacy Policy (as such Policy may be modified from time to time by Licensor), which may be accessed at www.iwebfolio.com.

(c) Application. As between you and Licensor, Licensor is the sole owner of the Application, the databases and all patents, patent applications, trademarks, copyrights and other proprietary rights of any kind or nature whatsoever related to the Application (collectively, the "Licensor Intellectual Property"). By paying your subscription fee you obtain no ownership rights in the Licensor Intellectual Property. Rather, you have a license to use the Application as set forth in this License Agreement as long as you have a fully paid-up subscription and are in compliance with the terms in this License Agreement. All rights not granted to you in this Agreement are expressly reserved to Licensor.

(d) Templates and Other Institutional Information. Your institution and affiliated reviewers may use the Application to create templates and provide to you access to other types of forms or information. The use of such templates, forms and other information will be determined by the institution or reviewers providing them.

5. Deletion of Your Data. You have the ability to delete your Data so that it is no longer accessible through the Application at any time through the options provided by the Application. If your subscription expires and you have not deleted your Data and you do not notify Licensor that you want your Data deleted upon the expiration of your subscription, Licensor may retain your Data for a limited period of time to allow you to reactivate your Data. You may reactivate your Data and subscription by notifying Licensor and paying Licensor a reactivation fee plus the then current subscription fee. The reactivation fee may be waived if you notify Licensor within 30 days of the expiration of your subscription of your desire to renew your subscription.

Even though you have deleted your Data so that it is no longer accessible through the Application, your Data may still be stored on backup tapes, drives and/or other backup media until such time that such media is overwritten or destroyed. Licensor has no responsibility to attempt to recover this deleted Data for you, and Licensor may charge you for this service, if it is offered.

6. Copyright. The Application contains material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. You may not remove any proprietary notice of Licensor or any third party from the Application or other Licensor material.

7. Restrictions and Responsibilities. You may not use the Application, or any portion thereof in any manner not authorized by this License Agreement. You may not publish, display, disclose, rent, sell, lease, modify, loan, sublicense, distribute, download or create derivative works based on the Application or any part thereof. You may not reverse engineer, decompile, translate, adapt or disassemble the Application or any portion thereof; nor shall you attempt to create the source code from the object code for the Application. The restrictions set forth in this Section 7 shall not apply to your ability to use your Data in any lawful manner which is consistent with your ownership rights to your Data.

You may not (i) evade or attempt to evade the security of the Application or Licensor's network, (ii) use the Application in any manner not contemplated by this Agreement or any documentation available for use by licensed users, (iii) use the Application in a manner (other than as recommended or contemplated by the Application's documentation) that would impair or interfere with the operation of the Application or the network upon which it is accessed or accessible, or (iv) utilize the software for unauthorized deep linking to or framing of another web site or web page.

No promise is made or implied that Licensor's web site will be available at all times or that it will not be subject to downtime, interruptions or other service problems.

You agree to use the Application and Licensor's network and servers only for lawful purposes. You may not use, or allow any other person to use the Application or Licensor's network or servers either directly or indirectly, to make, create, solicit, transmit, upload or publish any comment, request, suggestion, proposal, image, data file or other communication which: (a) is, or is likely to be perceived as obscene or indecent (other than appropriate use for academic purposes), or is intended to annoy, abuse, threaten or harass another person; (b) violates any rights of others, including but not limited to, infringement of any proprietary rights, copyrights, trademarks, patents or trade secrets; (c) libels, defames or slanders any person, or infringes upon any person's privacy rights; (d) contains or embodies any computer virus, harmful component or corrupted data; (e) adversely affects the performance or availability of Licensor's network or any user thereof; (f) violates any applicable local, state, national, international or foreign law; or (g) involves sending unsolicited advertising or promotional materials (including, without limitation, "spam" or bulk e-mail). Without limiting the generality of the foregoing, you shall at all times use the Application in accordance with all applicable privacy laws and regulations, and shall ensure that all necessary consents have been obtained in accordance with such laws and regulations in order to transfer or disclose any personal information (as defined in the applicable privacy laws and regulations) to third parties, or to the Licensor, its affiliates, contractors, agents, successors and/or assigns as contemplated under this Agreement.

You acknowledge that you are responsible for providing all equipment and connectivity necessary for you to access the Internet and the Application. The costs of providing such equipment and connectivity shall be your sole responsibility, and not the responsibility of Licensor.

Upon any breach or violation of the restrictions in this Section 7, or upon any threat of imminent damage or harm to Licensor, Licensor's network or users of the Application, Licensor may remove your Data (or other data) from the Application or terminate your access to the Application or any portion of the Application.

8. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION AND LICENSOR'S NETWORK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION, DOCUMENTATION OR LICENSOR NETWORK IS ERROR FREE, THAT ALL ERRORS IDENTIFIED WILL BE CORRECTED OR THAT THE APPLICATION OR LICENSOR NETWORK WILL SUPPORT YOUR NEEDS. LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE AVAILABILITY, CONNECTIVITY, SPEED OR UPTIME OF LICENSOR'S WEB SITE OR NETWORK, OR THAT THE APPLICATION WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. LICENSOR SPECIFICALLY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION WITH RESPECT TO THE QUALITY, COMPATIBILITY OR CONTINUITY OF ANY THIRD PARTY TELECOMMUNICATION, INFORMATION SYSTEMS OR INTERNET SERVICE PROVIDER's CONNECTIVITY OR SYSTEMS, OR WITH RESPECT TO THE FUNCTIONALITY, OPERABILITY OR RELIABILITY OF LICENSOR'S OR ANY THIRD PARTY'S DATA SECURITY FEATURES OR SYSTEMS. LICENSOR DOES NOT GUARANTEE OR WARRANT IN ANY WAY THAT YOUR DATA IS SECURE. LICENSOR GIVES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, USAGE OF TRADE, COURSE OF DEALING, CUSTOM OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

9. Disclaimer of Liability. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND USE OF YOUR DATA. UNDER NO CIRCUMSTANCE WHATSOEVER SHALL LICENSOR HAVE ANY LIABILITY OF ANY KIND OR NATURE WHATSOEVER FOR THE ACCURACY OF YOUR DATA OR THE USE OF YOUR DATA BY ANY PERSON OR ENTITY TO WHOM YOU HAVE GRANTED ACCESS OR FOR THE USE OF YOUR DATA BY ANY PERSON WHO MAY GET ACCESS TO YOUR DATA THROUGH A FAILURE OR BREACH OF SECURITY OF THE APPLICATION OR LICENSOR'S NETWORK OR THROUGH ERRORS IN THE APPLICATION. UNDER NO CIRCUMSTANCE WHATSOEVER SHALL LICENSOR HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE FAILURE OF ANY INSTITUTION OR OTHER ENTITY TO MAINTAIN THE ACCURACY OR INTEGRITY OF THEIR RESPECTIVE FILES INCLUDING, BUT NOT LIMITED TO, THOSE FILES WHICH IDENTIFY REVIEWERS OR FOR ANY TEMPLATE, FORM OR OTHER CONTENT WHICH ANY INSTITUTION, REVIEWER OR OTHER ENTITY MAY PROVIDE ACCESS TO YOU THROUGH THE APPLICATION.

LICENSOR SHALL HAVE NO LIABILITY FOR ANY THIRD PARTY LINKS ADDED TO THE APPLICATION BY YOU, YOUR INSTITUTION OR ANY OTHER USER OF THE APPLICATION. USE OF THIRD PARTY LINKS ARE AT YOUR SOLE RISK AND DISCRETION.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF FILES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF OPPORTUNITY, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION OR RESULTING FROM FAILURE OR BREACH OF SECURITY, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR LOSS OF FILES OR DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR PERFORMANCE, REGARDLESS OF THE CAUSE INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LICENSOR's NETWORK, PROGRAMS OR SERVICES, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOUR EXCLUSIVE REMEDY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHICH YOU MAY INCUR OR SUFFER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, AT LAW OR OTHERWISE, SHALL BE TO RECOVER DAMAGES IN AN AMOUNT THAT IS NOT IN EXCESS OF THE AGGREGATE DOLLAR AMOUNT OF THE SUBSCRIPTION FEE YOU PAID. TO THE EXTENT THAT LICENSOR'S LIABILITY UNDER THIS AGREEMENT CANNOT BE SO LIMITED OR EXCLUDED BY LAW, LIABILITY SHALL BE LIMITED TO REPLACING ANY DEFICIENT SOFTWARE OR CORRECTING ANY DEFICIENCY THEREIN, AS ELECTED SOLELY BY LICENSOR.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS AND/OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU.

11. Application Support. Licensor has no obligation to support the Application, correct any defects or create any upgrade. Licensor, at its sole option, at any time, may cancel and/or modify the Application, or establish rules relating to its use.

12. Export Restrictions; Protection of Intellectual Property. THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAW, REGULATION, ORDER, OR OTHER RESTRICTION ON THE EXPORT FROM THE UNITED STATES OF AMERICA (AND/OR YOUR COUNTRY OF DOMICILE) OF THE APPLICATION OR INFORMATION ABOUT THE APPLICATION WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA (AND/OR YOUR COUNTRY OF DOMICILE). YOU SHALL NOT EXPORT THE APPLICATION OR INFORMATION ABOUT THE APPLICATION OR STORED IN THE APPLICATION OTHER THAN IN STRICT COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS. THE APPLICATION MAY NOT BE DOWNLOADED, INSTALLED, EXPORTED OR RE-EXPORTED INTO OR TO A NATIONAL OR RESIDENT OF ANY COUNTRY TO WHICH THE UNITED STATES (AND/OR YOUR COUNTRY OF DOMICILE) HAS EFFECTED AN EMBARGO, OR TO ANYONE ON THE ENTITY LIST, THE U.S. LIST OF SPECIALLY DESIGNATED NATIONALS OR TABLE OF DENIAL ORDERS. YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST.

YOU SHALL NOT USE THE APPLICATION, OR PERMIT USE OF THE APPLICATION, FOR THE UNLAWFUL EXPORT, DISCLOSURE, DISTRIBUTION OR DISSEMINATION OF ANY INTELLECTUAL PROPERTY, SOFTWARE, PROGRAM, DOCUMENTS OR OTHER PROTECTED, RESTRICTED OR PROHIBITED INFORMATION OR MATERIAL.

13. Term and Termination. This License Agreement is effective when Licensor accepts your offer to enter into this License Agreement and activates your password and shall continue in full force and effect for so long as you have a fully paid-up subscription, unless terminated early under the terms of this License Agreement. You may terminate this License Agreement at any time by notifying Licensor that you are canceling your subscription. Licensor may terminate this License Agreement, without giving up its right to use any other remedy it may have, if you fail to comply with any of the terms of this License Agreement. Early termination of this License Agreement by you or Licensor shall not entitle you to any refund unless otherwise provided by law.

14. General Provisions.

14.1 Entire Agreement. This License Agreement shall constitute the entire agreement between the parties hereto. Except as provided in Section 14.2, no provision of this License Agreement may be terminated, waived or modified unless set forth in a written agreement signed by both parties to this Agreement.

14.2 Modifications to this Agreement. Licensor shall have the right to change the terms of this Agreement upon 30 days notice to you. If any new term or changed term substantially restricts your lawful use of the Application and is unacceptable to you, you may cancel your subscription within 30 days of notice from Licensor of such change and you may be entitled to a partial refund on your subscription fee for the unexpired portion of your subscription. Licensor has the right to adopt or amend rules of use or change the terms of this Agreement immediately if such rules or changes are necessary to protect users' Data or to prevent harm to Licensor's network or other persons or property, and no subscription refund will be made in such circumstances.

14.3 Assignment. You shall not assign this Agreement without the prior written consent of Licensor. Licensor reserves the right to assign or otherwise transfer all or any portion of this License Agreement; provided, however that any assignee or transferee agrees to be bound by the terms and conditions hereof.

14.4 Your Password. You shall not permit or allow any other person to use your password to access the Application.

14.5 Governing Law. This License Agreement shall be construed, interpreted and governed by the laws of the Commonwealth of Pennsylvania without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Allegheny County, Commonwealth of Pennsylvania, USA. Notwithstanding the foregoing, you acknowledge that Licensor may seek specific performance, injunctive, or other equitable relief in any court of competent jurisdiction in order to protect Licensor Intellectual Property and you agree to submit to the personal jurisdiction of any such court. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

14.6 Force Majeure. Licensor shall not be responsible or liable for any damages to you by reason of any extraordinary event, such as state or governmental action, war, terrorism, riot, labor dispute or strike, accident, fire, flood, storm, natural catastrophe or prolonged shortage of energy supplies, theft, disruption in connectivity or any other cause beyond the reasonable control of Licensor.

14.7 Severability. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

14.8 Waiver. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.

14.9 Survival. The provisions of Sections 4, 6, 8, 9, 10, 11, 12, 14.4 and 14.8 shall survive the expiration or termination of this License Agreement for whatever reason whatsoever.

14.10 Additional Information. Additional information about Licensor and the Application is available at www.nuventive.com.

14.11 Notice By Electronic Communications. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding use of the Application ("Communications") by you, may be provided to you electronically and you agree that such Communications may be in electronic form. Electronic Communications may be delivered to any email address provided by you for such purpose, or Communications may be posted on the pages within Licensor's web site. Communications may be printed and retained, and Licensor recommends that you print and retain copies of all Communications. All Communications in either electronic or paper format will be considered to be in "writing". Licensor reserves the right but assumes no obligation to provide Communications in paper format. You may revoke your consent to receive electronic Communications by notifying Licensor of your decision to do so, by sending an e-mail message to Licensor at support@nuventive.com or by telephoning support at 877-427-4768 in the United States. If you revoke your consent to receive Communications electronically, Licensor may terminate your right to use the Application.



Administrator/Reviewer License

CLICKWRAP iWEBFOLIO® LICENSE AGREEMENT
(ADMINISTRATOR/REVIEWER)

IMPORTANT - READ THESE TERMS CAREFULLY BEFORE ACCESSING iWEBFOLIO®. THE iWEBFOLIO® SOFTWARE AND ANY AND ALL ASSOCIATED MEDIA, PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION DELIVERED OR AVAILABLE FOR LICENSED USERS ARE TOGETHER REFERRED TO IN THIS AGREEMENT AS THE "APPLICATION." THE APPLICATION IS COPYRIGHTED AND LICENSED (NOT SOLD) FOR USE BY YOU ONLY. THE APPLICATION IS LIMITED TO USE SOLELY FOR THE EXPRESS PURPOSES PERMITTED IN THIS AGREEMENT. THE APPLICATION IS THE PROPERTY OF NUVENTIVE, LLC ("LICENSOR"). BY ACCESSING OR USING iWEBFOLIO®, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, CLICK THE "I DO NOT ACCEPT" BUTTON BELOW. BY SELECTING THE "I ACCEPT" BUTTON BELOW, YOU WILL BE AGREEING TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT WHICH WILL BECOME EFFECTIVE IMMEDIATELY UPON LICENSOR'S ACCEPTANCE OF YOUR OFFER TO ENTER INTO THIS AGREEMENT AND ITS ACTIVATION OF YOUR PASSWORD.

1. Grant of License. During the Term of this Agreement, Licensor grants to you and you accept, a limited, nonexclusive, non-transferable license to access and use the Application by access to the Application over the Internet at Licensor's web site, for use only as authorized in this License Agreement. The license granted to you in this Agreement is solely a license to access and use Administrator functions and features of the Application if you have been given an Administrator user code or to use Reviewer functions and features of the Application if you have been given a Reviewer user code.

You represent that your entering into this License Agreement does not violate any agreement that you may have with any person or entity including, but not limited to, the institution with which you are affiliated. Your use of the Application is subject to Licensor's Privacy Policy (as such Policy may be modified from time to time by Licensor), which may be accessed at www.iwebfolio.com.

2. License Fee; End-Users. This license is granted to you free-of-charge (or any charge has been paid by a third party). Access and use of the Application by students and other end-users (the "End-Users") to create and publish personalized electronic portfolios of their work product and personal information ("Portfolios") is subject to the payment of the applicable subscription fee and the terms of an End-User License Agreement and Licensor's Privcy Policy. This license does not grant you any right to access or use the Application for End-User functionality.

3. Reviewer Access. If you have been given an Administrator user code, you shall have the sole responsibility and discretion for determining those individuals to be designated as Reviewers and for providing access to the Application to such Reviewers.

4. Integrity of Files. You shall be solely responsible for maintaining the accuracy and integrity of all files, data and other content created or stored by you through your use of the Application. Licensor shall under no circumstance have any responsibility or liability whatsoever with respect to any such files, data or other content created or stored by you (data which you create and/or store through your use of the Application, except for comments made to and other data that become associated with or stored in End-User Portfolios, is referred to as "Your Data").

5. Ownership; Access. (a) Application and other Licensor Proprietary Property. As between you and Licensor, Licensor is the sole owner of the Application, all databases and all patents, patent applications, trademarks, copyrights and other proprietary rights of any kind or nature whatsoever related thereto (collectively, the "Licensor Intellectual Property"). You obtain no ownership rights in the Licensor Intellectual Property. Rather, you acquire only those rights expressly granted to you in this Agreement. All rights not granted to you in this Agreement are expressly reserved to Licensor.

(b) End-User Data. As between the End-Users and Licensor, the End-Users will at all times be the owner of the data the End-Users personally create and enter into their respective Portfolios (the "End-User Data"). The End-Users are responsible for all of the End-User Data and for its accuracy. You acknowledge and agree that comments made by you in an End-User Portfolio become part of the End-User Data and may be used, accessed and disclosed by the End-User unless otherwise prohibited through the Application or the End-User License Agreement. End-Users have the capability to allow access to the End-User Data to any persons or entities they designate.

(c) Rights of Licensor to use, access and disclose Your Data. You agree, acknowledge and grant to Licensor, its employees, contractors, agents and successors and assigns the right to use, access and disclose Your Data as follows: (i) they may share Your Data with their affiliates and other companies and individuals engaged to perform system maintenance and other management or audit functions on their behalf, but such affiliates, companies and individuals may use Your Data only to perform such functions; (ii) they may disclose Your Data in special cases when there is reason to believe that disclosing Your Data is necessary to identify, contact or bring legal action against any person who may cause injury to, or interfere with, Licensor's rights or property or another person or entity's rights or property; (iii) they may disclose Your Data when required by law; (iv) they may use and disclose Your Data to the extent that it is not personally identifiable for statistical or aggregated purposes at its discretion; (v) they may disclose Your Data if Your Data is being used or may be used for an unlawful purpose; and (vi) in the event that Licensor sells its iWEBFOLIO® business, Licensor shall have the right to assign this Agreement including the right of Licensor to use, access and disclose Your Data as part of the assets to be sold, and the right to transfer Your Data to the purchaser's hosting environment; provided, however, that the purchaser of such assets is bound by the same terms and conditions with respect to the use, access and disclosure of Your Data as is contained in this License Agreement. Subject to the foregoing, Licensor shall not rent or sell Your Data to third parties without your consent or express designation or authorization permitting Your Data to be provided to third parties. This Agreement is subject to the provisions of Licensor's Privacy Policy (as such Policy may be modified from time to time by Licensor), which may be accessed at www.iwebfolio.com.

(d) Rights of End-Users to Use, Access and Disclose Your Data. By using the Application, you grant to the End-Users a license to access, use and disclose your Data, or portion thereof, in connection with the creation, storage and use of the End-User Portfolios in accordance with the terms of the End-User License Agreement.

(e) Templates and Measures. The Application permits the creation of portfolio templates by you and other users of the Application, which can be customized for specific collections and presentation of data incorporated or entered into portfolios. Additionally, measures can be applied through use of a template by you or any school or institution with which you may be affiliated to evaluate or rate the content in any portfolio. Templates and measures developed, created or authored by you or such school or institution may be used and shared without restriction by the school or institution, other schools or institutions that may be affiliated or acting in cooperation with each other, by Licensor, or by any third party who may have access to any portfolio containing or using such templates and measures. Templates and measures may generally be used and copied by any users of the Application, and you retain no intellectual property interest in any templates or measures developed, created or authored by you.

(f) Security Breach. You acknowledge that although the Application includes certain security protections, your Data and/or any End-User Data could be disclosed as a result of a failure or breach of the security of the Application or as a result of errors in the Application or Licensor's network and you release Licensor from any liability for loss or damage caused by or resulting from any failure or breach of security or from errors in the Application or Licensor's network.

6. Deletion of Your Data. You have the ability to delete Your Data so that it is no longer accessible through the Application at any time through the options provided by the Application. If this Agreement terminates or expires and you have not deleted the Your Data, Your Data may be deleted by Licensor. Even though you or Licensor may have deleted Your Data so that it is no longer accessible through the Application, Your Data may still be stored on backup tapes, drives and/or other backup media until such time that such media is overwritten or destroyed. Licensor has no responsibility to attempt to recover this deleted Data for you, and Licensor may charge for this service, if it is offered.

7. Copyright. The Application contains material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. You may not remove any proprietary notice of Licensor or any third party from the Application or any other publication or material provided by Licensor.

8. Restrictions. This License Agreement does not convey to you an interest in or to the Application, but only a limited right of use by and through web access only, revocable in accordance with the terms of this License Agreement. No promise is made or implied that Licensor's web site will be available at all times or that it will not be subject to downtime, interruptions or other service problems. You agree that you will not use the Application or any portion thereof in any manner not expressly authorized by this License Agreement. You agree that you will not publish, display, disclose, rent, sell, lease, modify, loan, sublicense, distribute, download or create derivative works based on the Application or any part thereof. You will not reverse engineer, decompile, translate, adapt or disassemble the Application or any portion thereof.

You shall not attempt to create the source code from the object code for the Application. You agree that you will use the Application and Licensor's network only for lawful purposes. You may not use, or knowingly allow any other person to use the Application or Licensor's network either directly or indirectly, to make, create, solicit, transmit, upload, disclose, use or publish any comment, request, suggestion, proposal, image, data, information or other communication which: (a) is, or is likely to be perceived as obscene or indecent (outside of academic discourse), or is intended to annoy, abuse, threaten or harass another person; (b) violates any rights of others, including but not limited to, infringement of any proprietary rights, copyrights, trademarks, patents, or trade secrets; (c) libels, defames or slanders any person, or infringes upon any person's privacy rights; (d) contains or embodies any computer virus, harmful component or corrupted data; (e) adversely affects the performance or availability of Licensor's network or any user thereof; (f) violates any applicable local, state, national, international or foreign law; (g) involves sending unsolicited advertising or promotional materials (including, without limitation, "spam" or bulk e-mail) or (h) violates any agreement You have with any person or entity. Without limiting the generality of the foregoing, you shall at all times use the Application in accordance with all applicable privacy laws and regulations, and you shall ensure that all necessary consents have been obtained in accordance with such laws and regulations in order to transfer or disclose any personal information (as defined in the applicable privacy laws and regulations) to third parties, or to the Licensor, its affiliates, contractors, agents, successors and/or assigns as contemplated under this Agreement.

You shall not (i) evade or attempt to evade the security of the Application or Licensor's network, (ii) use the Application in any manner not contemplated by this Agreement or any documentation available for use by licensed users, (iii) use the Application in a manner (other than as recommended or contemplated by the Application's documentation) that would impair or interfere with the operation of the Application or the network upon which it is accessed or accessible, or (iv) utilize the software for unauthorized deep linking to or framing of another web site or web page.

You acknowledge that you are responsible for providing all equipment and connectivity necessary for you to access the Internet and the Application. The costs of providing such equipment and connectivity shall be your sole responsibility, and not the responsibility of Licensor.

Upon any breach or violation of the restrictions in this Section 8, or upon any threat of imminent damage or harm to Licensor, Licensor's network or users of the Application, Licensor may remove Your Data (or other data) from the Application or terminate your access to the Application or any portion thereof.

9. Results; Decision to Use Application. You acknowledge and agree that you have made your own examination and evaluation of the Application and have concluded based on your own examination and evaluation that the Application will be adequate for the purposes intended by you. All decisions and/or other results ("Results") made or prepared by you using the Application are made or prepared solely by you at your sole risk. Use of the Application does not relieve you of any responsibility or obligation you may have, including but not limited to responsibility for Results provided to any third party, for the content, accuracy, and review of such Results or for the use of End-User Data. Your decision to use the Application and/or to have students or other persons affiliated with you use the Application are solely the result of your examination and evaluation of the Application.

10. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION AND THE LICENSOR'S NETWORK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR LICENSOR'S NETWORK IS ERROR FREE, THAT ALL ERRORS IDENTIFIED WILL BE CORRECTED OR THAT THE APPLICATION OR LICENSOR'S NETWORK WILL SUPPORT LICENSEE'S NEEDS OR THE END USERS' NEEDS. LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE AVAILABILITY, CONNECTIVITY, SPEED OR UPTIME OF LICENSOR'S WEB SITE OR NETWORK, OR THAT THE APPLICATION WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. LICENSOR SPECIFICALLY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION WITH RESPECT TO THE QUALITY, COMPATIBILITY OR CONTINUITY OF ANY THIRD PARTY TELECOMMUNICATION, INFORMATION SYSTEMS OR INTERNET SERVICE PROVIDERS CONNECTIVITY OR SYSTEMS, OR WITH RESPECT TO THE FUNCTIONALITY, OPERABILITY OR RELIABILITY OF LICENSOR'S OR ANY THIRD PARTY'S DATA SECURITY FEATURES OR SYSTEMS. LICENSOR DOES NOT GUARANTEE OR WARRANT THAT YOUR DATA OR ANY END-USER DATA IS SECURE. . LICENSOR GIVES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, USAGE OF TRADE, COURSE OF DEALING, CUSTOM OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Disclaimer of Liability. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND USE OF YOUR DATA. UNDER NO CIRCUMSTANCE WHATSOEVER SHALL LICENSOR HAVE ANY LIABILITY OF ANY KIND OR NATURE WHATSOEVER FOR THE ACCURACY OF YOUR DATA OR END-USER DATA OR THE USE OF YOUR DATA OR END-USER DATA BY ANY PERSON TO WHOM YOU GRANT ACCESS OR TO ANY PERSON WHO MAY GET ACCESS TO YOUR DATA OR END-USER DATA THROUGH A FAILURE OR BREACH OF SECURITY OF THE APPLICATION OR LICENSOR'S NETWORK OR THROUGH ERRORS IN THE APPLICATION. UNDER NO CIRCUMSTANCE WHATSOEVER SHALL LICENSOR HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE FAILURE OF YOU OR ANY END-USER TO MAINTAIN THE ACCURACY OR INTEGRITY OF YOUR RESPECTIVE DATA.

LICENSOR SHALL HAVE NO LIABILITY FOR ANY THIRD PARTY LINKS ADDED TO THE APPLICATION BY YOU, YOUR INSTITUTION OR ANY USER OF THE APPLICATION. USE OF THIRD PARTY LINKS ARE AT YOUR SOLE RISK AND DISCRETION.

12. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF FILES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF OPPORTUNITY, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION OR RESULTING FROM FAILURE OR BREACH OF SECURITY, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR LOSS OF FILES OR DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR PERFORMANCE, REGARDLESS OF THE CAUSE INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LICENSOR'S NETWORK, PROGRAMS OR SERVICES, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE'S EXCLUSIVE REMEDY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHICH YOU INCUR OR SUFFER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, AT LAW OR OTHERWISE, SHALL BE TO RECOVER DAMAGES NOT IN EXCESS OF THE AGGREGATE DOLLAR AMOUNT OF US$500.00. TO THE EXTENT THAT LICENSOR'S LIABILITY UNDER THIS AGREEMENT CANNOT BE SO LIMITED OR EXCLUDED BY LAW, LIABILITY SHALL BE LIMITED TO REPLACING ANY DEFICIENT SOFTWARE OR CORRECTING ANY DEFICIENCY THEREIN, AS ELECTED SOLELY BY LICENSOR.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS AND/OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU.

13. Application Support; Training. Licensor shall have no obligation to support the Application, correct any defects or create any upgrade. Licensor, at its sole option, at any time, may cancel and/or modify the Application or establish rules relating to its use. Licensor will provide on-going telephone and email technical support ("Support") to you until the earlier of (i) the termination or expiration of this Agreement or (ii) such time as you no longer have a need to access the Application. Support related to technical issues and problems with the Application will be provided at no charge to you at such business hours and days as may be determined from time to time by Licensor.

14. Term and Termination. This License Agreement is effective for one (1) year from the date it is accepted by Licensor and your password is activated, unless terminated earlier pursuant to the terms of this Agreement. This License Agreement shall automatically renew for consecutive one (1) year terms, unless either party provides notice of its intention not to renew at least 30 days prior to the renewal date.

15. Export Controls; Protection of Intellectual Property. The Application may not be downloaded, installed, exported or re-exported into or to a national or resident of any country to which the United States (and/or your country of domicile) has effected an embargo, or to anyone on the Entity List, the U.S. List of Specially Designated Nationals or Table of Denial Orders. You further represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

You shall not use the Application, or knowingly permit use of the Application, for the unlawful export, disclosure, distribution or dissemination of any intellectual property, software, program, documents or other protected, restricted or prohibited information or material.

16. General Provisions.

16.1 Entire Agreement. This License Agreement shall constitute the entire agreement between the parties hereto. Except as provided in Section 16.2, no provision of this License Agreement may be terminated, waived or modified unless set forth in a written agreement signed by both parties hereto. NO PURCHASE ORDER OR OTHER ORDERING DOCUMENT THAT PURPORTS TO MODIFY OR SUPPLEMENT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT SHALL ADD TO OR VARY THE TERMS OR CONDITIONS HEREIN PROVIDED. ALL SUCH PROPOSED VARIATIONS OR ADDITIONS ARE OBJECTED TO BY LICENSOR.

16.2 Modifications to this Agreement. Licensor shall have the right to change the terms of this Agreement upon 30 days notice to you. If any new term or changed term is unacceptable to you, you shall have the right to terminate this Agreement and your use of the Application. Licensor has the right to adopt or amend rules of use or change the terms of this Agreement immediately if such rules or changes are necessary to protect users' data or to prevent harm to Licensor's network or to other persons or property.

16.3 Assignment. You shall not assign this Licensee Agreement without the prior written consent of Licensor. Licensor reserves the right to assign or otherwise transfer all or any portion of this License Agreement; provided, however that any assignee or transferee agrees to be bound by the terms and conditions hereof.

16.4 Your Password. You shall not permit or allow any other person to use your password to access the Application, and you shall not yourself or through others provide access to the Application to Reviewers who are not authorized to be granted such access.

16.5 Governing Law. This License Agreement shall be construed, interpreted and governed by the laws of the Commonwealth of Pennsylvania without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Allegheny County, Commonwealth of Pennsylvania, USA. Notwithstanding the foregoing, Licensee acknowledges that Licensor may seek specific performance, injunctive, or other equitable relief in any court of competent jurisdiction in order to protect Licensor Intellectual Property and you agree to submit to the personal jurisdiction of any such court. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

16.6 Force Majeure. Licensor shall not be responsible or liable for any damages to Licensee by reason of any extraordinary event such as state or governmental action, war, terrorism, riot, labor dispute or strike, accident, fire, flood, storm, natural catastrophe or prolonged shortage of energy supplies, theft, disruption in connectivity or any other cause beyond the reasonable control of Licensor.

16.7 Severability. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

16.8 Waiver. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.

16.9 Survival. The provisions of Sections 5, 7,10, 11, 12, 15, 16.5 and 16.9 shall survive the termination or expiration of this License Agreement for whatever reason whatsoever.

16.10 Additional Information. Additional information about Licensor and the Application is available at www.nuventive.com.

16.11 Notice By Electronic Communications. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding use of the Application ("Communications") by you, may be provided to you electronically and you agree that such Communications may be in electronic form. Electronic Communications may be delivered to any email address provided by you for such purpose, or Communications may be posted on the pages within Licensor's web site. Communications may be printed and retained, and Licensor recommends that you print and retain copies of all Communications. All Communications in either electronic or paper format will be considered to be in "writing". Licensor reserves the right but assumes no obligation to provide Communications in paper format. You may revoke your consent to receive electronic Communications by notifying Licensor of your decision to do so, by sending an e-mail message to Licensor at support@nuventive.com or by telephoning support at 877-427-4768 in the United States. If you revoke your consent to receive Communications electronically, Licensor may terminate your right to use the Application.

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AUSTRALIA PAT. NO. AU 2002219962 B2, AUSTRALIA PAT. NO. AU 2008203205 A1, INDIA PAT. NO. 241082 and other patents pending