Legal Terms
User Terms Of Service
Welcome, and thank you for choosing to use nuVerve!
1. Introduction
Rheolution, Inc. (“Rheolution,” “we,” “our,” “us”), offers nuVerve, a software as a service platform tailored for enhancing data analysis, collaboration and productivity within the scientific and technical communities. This suite, collectively referred to as the “Service,” is elaborated on our dedicated nuVerve websites, nuVerve.com included, among others.
The User Terms of Service, or “Terms,” represent a legally binding agreement between you and Rheolution, detailing the regulations governing your use of both our Service and Websites. These Terms are applicable to all users, with specific considerations and exceptions for Managed Users, as elaborated in Section 2 (How These Terms Apply). By engaging with our Service and Websites, you acknowledge your consent to these Terms and confirm your understanding and acceptance of our Privacy Statement, an integral part of this agreement.
Should you find these Terms unacceptable, we advise refraining from accessing or using the Service or Websites.
We reserve the right to amend these Terms periodically, posting the updated version on our website. Should we deem the changes significant, we will ensure you are notified well in advance of these changes taking effect, either via email linked to your account or through notifications within the Service and/or Websites. Non-agreement or non-compliance with the revised Terms necessitates the cessation of Service and Website usage. These updated Terms, unless specified otherwise, become effective upon posting and will be applicable in all future instances. Your continued engagement with the Service and Websites post-update signifies your acceptance of these changes.
2. How These Terms Apply
As a user of nuVerve, you categorize into one of the following user types:
- “Site Visitors”: Those who utilize the Websites.
- “Free Users”: Individuals who use the free or basic version of the Service, having access to a limited range of features and functionalities compared to Managed Users. Free Users may also have their own personal workspaces or participate in a free, multi-user nuVerve domain.
- “Managed Users”: Users who access the Service through a paid nuVerve subscription plan, procured by an individual or entity (the “Customer”) who has a distinct written agreement with Rheolution (the “Subscriber Agreement”). This agreement covers access and use of the Service and allows the Customer to set up and tailor nuVerve for Managed Users.
If you are a Managed User, only certain sections of these Terms are relevant to you: Section 1 (Introduction), Section 2 (How These Terms Apply), and Section 6 (Acceptable Use Policy).
As a Managed User, your access to the Service is facilitated through a Customer associated with Rheolution. For instance, joining your employer’s organization would mean your employer is the Customer. Alternatively, if you’re joining a workspace established by a friend using their personal email, that friend stands as the Rheolution Customer, authorizing your participation in their workspace. The Subscriber Agreement outlines our service commitment to the Customer, who can then extend invitations to Managed Users to join their specific nuVerve instance. When you, or any other Managed User, contribute content or information to the Service, like messages or files, or generate output using the Service (“Customer Data”), it is important to acknowledge that the control of this Customer Data lies with the Customer as per the Subscriber Agreement.
The Customer, for instance, might manage permissions, enable or disable third-party integrations, or take steps to modify the contents of nuVerve projects. These actions and decisions can affect the access, use, disclosure, modification, or deletion of specific or all Customer Data.
IN THE RELATIONSHIP BETWEEN RHEOLUTION AND THE CUSTOMER, YOU MUST RECOGNIZE THAT IT IS ENTIRELY THE RESPONSIBILITY OF THE CUSTOMER TO (A) INFORM YOU AND ANY OTHER AUTHORIZED USERS ABOUT ANY RELEVANT CUSTOMER POLICIES, PRACTICES, AND SETTINGS THAT MIGHT INFLUENCE THE PROCESSING OF CUSTOMER DATA; (B) SECURE ANY NECESSARY RIGHTS, PERMISSIONS, OR CONSENTS FROM YOU AND OTHER AUTHORIZED USERS REQUIRED FOR THE LAWFUL UTILIZATION OF CUSTOMER DATA AND THE OPERATION OF THE SERVICE; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE Subscriber Agreement ARE CONDUCTED LAWFULLY; AND (D) ADDRESS AND RESOLVE ANY DISPUTES THAT MAY ARISE WITH YOU AND OTHER AUTHORIZED USERS CONCERNING CUSTOMER DATA, THE SERVICE, OR ANY FAILURE ON THE CUSTOMER’S PART TO FULFILL THESE OBLIGATIONS. IN YOUR CAPACITY AS AN AUTHORIZED USER, PLEASE BE AWARE THAT RHEOLUTION OFFERS NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICE, WHICH IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
3. Eligibility and Scope
To engage with the Service and Websites, you need to be at least 18 years old and legally capable of agreeing to these Terms. If your residing jurisdiction requires a higher age for Rheolution to lawfully provide the Service and Websites to you and to process your personal data without parental consent, then you must be of that required age.
If you do not meet these age and capability requirements, or if Rheolution has previously restricted you from accessing or using the Service and Websites, you are not permitted to access or utilize the Service and Websites.
4. Account Registration and Use
4.1 Account Registration and Confidentiality: To access the Service and specific parts of our Websites, you must create an nuVerve account by setting up a name, e-mail and password. You are expected to provide us with accurate, complete, and up-to-date registration information. Maintaining the confidentiality and security of your password is your sole responsibility, and you should not permit unauthorized access to the Service using your nuVerve account. By registering, you take full responsibility for all activities occurring under your username and password. We will assume that communications from your account have been made by you. If you hold a position of authority in an organization, such as an owner or administrator, or have confirmed in writing your decision-making authority on behalf of an organization (“Account Administrator”), you declare that you are authorized to act in that capacity and agree that Rheolution can rely on your directives.
4.2 Unauthorized Account Use: It is your responsibility to notify us at support@nuverve.com if you become aware of any unauthorized use of or access to your account. You understand and agree that we might require you to provide certain information to verify your identity and secure your account. Rheolution will not be held liable for any losses, damages, liabilities, expenses, or attorney fees incurred due to someone else using your password or account, whether this usage was with or without your knowledge and/or authorization, and irrespective of whether you have informed us of such unauthorized use. You will be responsible for any losses, damages, liabilities, expenses, and attorney fees incurred by Rheolution or a third party due to someone else using your account. In cases where the Account Administrator or Customer loses access to an account or requests information about an account, Rheolution reserves the right to ask the Account Administrator or Customer for any necessary verification before restoring access or providing information about the account.
5. License
In adherence to these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Service and Websites solely for your internal purposes or as authorized by the relevant Account Administrator. This use must align with these Terms and all applicable legal requirements related to your use of the Service and Websites. Rheolution retains the right to revoke this license at its discretion at any point in time.
6. Acceptable Use Policy
As a user, you are required to follow and agree to adhere to the guidelines outlined in these Terms, which include specific rules regarding the acceptable use of the Service and Websites as detailed in the “Acceptable Use Policy.”
6.1 Disruption of the Service: There are certain actions that are strictly prohibited in order to maintain the integrity of the Service and Websites:
- You must not gain access to, alter, or utilize non-public areas of the Service and Websites, including Rheolution’s computer systems and the technical delivery systems of Rheolution’s providers.
- It is not permissible to probe, scan, or test the vulnerability of any system or network, nor to circumvent any security measures in place.
- Accessing or searching the Service and Websites through any means other than those officially supported by Rheolution, such as scraping, is not allowed.
- Actions that interfere with or disrupt our infrastructure, or the access of any user, host, or network, including actions like sending a virus, overloading, flooding, spamming, mail-bombing the Service and Websites, or scripting the creation of User Content that interferes with the Service and Websites, are forbidden.
- You must not prompt or attempt to use AI models in ways that contravene these Terms or intentionally bypass safety filters and functionalities of the Service.
- You must not engage actions such as reverse engineering, copying, disassembling, or decompiling the Services.
6.2 Misuse of the Service and Websites: The Service and Websites must not be used for activities that are harmful or illegal. This includes:
- Engaging in or promoting disinformation, deception, or fraudulent activities.
- Impersonating another person or entity, or misrepresenting an affiliation with a person or entity (like spoofing or phishing).
- Conducting or encouraging activities that are defamatory, libelous, threatening, constitute hate speech, harassment, or stalking.
- Violating any laws or infringing upon the rights of others, which includes unlawful tracking, monitoring, and sharing of someone else’s confidential or personal information without their explicit consent.
- Engaging in activities that harm or abuse minors, including grooming and child sexual exploitation.
- Sending unsolicited communications, promotions, advertisements, or spam.
- Publishing or sharing malicious content.
- Advertising or promoting products or services not your own without the appropriate authorization.
- Developing services that compete with those offered by Rheolution.
6.3 User Content: When posting User Content on the Service or Websites, or utilizing the Service or Websites in any form, you must not:
- Post content that is deceptive, fraudulent, illegal, obscene, defamatory, disparaging, libelous, threatening, or pornographic, including child pornography.
- Suggest that content, information, or outputs generated by AI are produced by humans.
- Post content that discriminates or criticizes others based on race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition.
- Include personal information of minors under the age of 18 or sensitive personal information without Rheolution’s prior written consent.
- Post content containing harmful materials like viruses or bots.
- Share any information that you are not legally entitled to share under any law or contractual or fiduciary duty.
- Creating a false identity or any attempt to mislead others as to the identity of the sender or the origin of any data or communications.
- Post content that could potentially cause harm to Rheolution or any third party.
6.4 Acceptable Use Violations: In instances where we have a reasonable belief that a violation of this Acceptable Use Policy has occurred or is likely to occur soon, and such a violation might disrupt the Service or Websites for our Customers or other users, we reserve the right to suspend or terminate your access to the Service and Websites. This action would be taken without any liability on our part, and in addition to any other remedies we might have. In such cases, Rheolution also maintains the right to inform the applicable Account Administrator about the violation.
7. Proprietary Rights
Rheolution, along with its licensors, holds exclusive ownership of all rights, titles, and interests in all the intellectual property related to the Service and Websites. You are required to comply with all relevant copyright and other laws, as well as adhere to any additional copyright notices or restrictions present in the Service and Websites. This encompasses all current and future rights connected to trade secrets, patents, copyrights, trademarks, service marks, know-how, and any other proprietary rights under any jurisdiction, whether local or international. These include, but are not limited to, rights associated with all applications and registrations pertaining to the Service and Websites. These rights, in the relationship between you and Rheolution, shall always remain the exclusive property of Rheolution.
8. User Content and Feedback
8.1 User Content and Submissions on the Service: The Service enables you to create various projects, data processing workflows, reports, and submit associated raw data, information, text, files, and other materials, collectively termed as “User Content.” You are also allowed to share this User Content with others. However, any User Content you submit or make available to the Service is bound by specific terms.
8.2 Free User Content: If you are a Free User, you retain ownership of the User Content that you contribute to the Service. When you submit such Free User Content, you are granting Rheolution a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display this content. This is to facilitate the provision and the improvement of the Service and as permitted by Rheolution’s Privacy Statement. This includes instances where compliance with legal processes or laws is necessary. Rheolution reserves the right to remove any Free User Content from the Service if it violates these Terms or is deemed objectionable at Rheolution’s discretion.
8.3 Managed User Content on the Service: User Content submitted by Managed Users is categorized as Customer Data. This data is owned and controlled by the Customer in line with the Subscriber Agreement.
8.4 Feedback: The Service and Websites may include features that allow you to provide feedback, comments, information, and other materials to Rheolution, and share such Feedback with other users or the public. If you submit Feedback, Rheolution has the right to use this Feedback for any purpose without any obligation or compensation to you. Rheolution also reserves the right to remove any Feedback posted on public forums at its sole discretion.
8.5 User Content and Feedback Representations: You assert that you possess all necessary rights to submit User Content and Feedback without infringing on any third-party rights. It’s important to understand that Rheolution does not control, nor is it responsible for, User Content or Feedback. By using the Service and/or Websites, you may encounter User Content or Feedback from other users that could be offensive, indecent, inaccurate, misleading, or otherwise objectionable.
9. Warranties, Disclaimer, and Limitation of Liability
The Service and Websites, including all User Content, information, and other resources provided by Rheolution, its licensors, vendors, or users, are offered “as is” without any form of warranty, representation, condition, or guarantee, whether expressed or implied. This includes, but is not limited to, implied warranties of quality, merchantability, fitness for a particular purpose, or non-infringement, all of which are expressly disclaimed to the fullest extent permissible by law. Specifically, Rheolution does not guarantee that the information on the Service and Websites is error-free, that functions or features will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Service and Websites or the servers hosting them are devoid of viruses or other harmful components. Rheolution does not endorse, warrant, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service and Websites or any linked website. Rheolution is not involved in monitoring any transactions between you and third-party providers of products or services. You voluntarily accept the risk of harm or damage from these aspects. Even if a remedy does not fulfill its essential purpose, these limitations will apply to the maximum extent allowed by law.
In no event will Rheolution, its affiliates, licensors, vendors, or their respective directors, officers, employees, agents, or representatives be liable for any indirect, special, incidental, consequential, or punitive damages. This includes, but is not limited to, damages for loss of profits, data, use, or the cost of obtaining substitute goods or services, arising from or connected with the Service and Websites, any materials, information, or recommendations on the Service and Websites, or any link on the Service and Websites. This applies regardless of whether Rheolution was advised of the possibility of such damages and is based upon warranty, contract, tort, strict liability, violation of statute, or otherwise. This exclusion of liability applies to the fullest extent permitted by law. Our aggregate liability will not exceed US$100. Some jurisdictions may not allow the exclusion of certain warranties or limitation or exclusion of liability for incidental or consequential damages. Therefore, some of these limitations may not apply to you.
10. Indemnification
You agree to indemnify, defend, and hold harmless Rheolution, its affiliates, and their respective officers, directors, employees, members, shareholders, contractors, or representatives from any claim or demand. This includes reasonable attorneys’ fees, arising from your use of the Service and Websites, your connection to them, violation of these Terms, violation of applicable law, or your submission, posting, or transmission of User Content to the Service and Websites, and/or your violation of the rights of another individual or entity. Rheolution reserves the right to exclusively defend and control such disputes, and you agree to cooperate with us in asserting any available defenses.
11. Third-Party Links, Services, and Websites
The Service and Websites may feature information and content provided by third parties, including links to third-party websites, resources, and goods and services. Rheolution is not responsible and will not be liable for any damages or losses resulting from (i) content, advertising, products, or other materials available from such sites or resources, (ii) the availability or errors or omissions in such websites or resources, or (iii) the information handling practices or other business practices of the operators of such sites or resources. Your interactions with these third parties will be governed by their own terms of service, privacy policies, and similar terms.
12. General Terms
12.1 Modifications to the Service: Rheolution retains the right to alter or cease, either temporarily or permanently, the Service and Websites, or any part thereof, at any time, with or without prior notice. By agreeing to these Terms, you acknowledge that Rheolution is not liable to you or any third party for any changes, suspensions, or discontinuance of the Service and Websites.
12.2 Controlling Law: The governing law for these Terms will be the laws of Quebec, Canada, regardless of its conflicts of law principles. It’s important to note that certain countries, including those in the European Union, have laws that necessitate agreements to be governed by the local laws of the consumer’s country. This clause will not override such laws.
12.3 Initial Dispute Resolution: We believe that most disputes can be resolved without resorting to formal legal proceedings. If you have any concerns or issues with Rheolution or our Service, you agree to first contact us at support@nuverve.com with a brief written description of the dispute and your contact information. This step of direct consultation and good faith negotiations with Rheolution will be a prerequisite before either party initiates a lawsuit, except in cases of intellectual property and small claims court claims.
12.4 No Waiver: The failure of Rheolution to exercise or enforce any right or provision in these Terms does not constitute a waiver of such right or provision. If any part of these Terms is found to be invalid or unenforceable, the parties agree that the court should try to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in effect and enforceable.
12.5 Third-Party Beneficiaries: These Terms do not create any third-party beneficiary rights, except as expressly provided in these Terms.
12.6 Entire Agreement: These Terms, along with all incorporated terms and conditions, represent the entire agreement between you and Rheolution, superseding any prior agreements regarding the subject matter. In the event of any conflict or inconsistency between these Terms and other referenced terms or resources, the direct provisions in these Terms will prevail. In cases of conflict between the Subscriber Agreement and these Terms, the Subscriber Agreement will take precedence, followed by these Terms, and then the referenced pages (such as the Privacy Statement). It is the responsibility of the applicable Customer to inform Managed Users of any such conflicts or inconsistencies.
12.7 Translations: Any translations of this Agreement provided in non-English languages are for convenience only. In cases of ambiguity or conflict between translations, the English version will prevail.
12.8 Miscellaneous: You may not assign or delegate these Terms, or any rights or licenses granted under them. However, Rheolution may assign or delegate these Terms without restriction. These Terms are binding and beneficial to each party and their successors and permitted assigns. They cannot be modified by an oral statement by a Rheolution representative. These Terms do not create any agency, partnership, joint venture, or employer-employee relationship. Agreements made electronically between you and us are as legally binding as those made in physical written form. If you use the Service and Websites on behalf of a government, your license rights are no greater than those granted to non-government users. The section titles in these Terms are for convenience only and carry no legal or contractual effect. Provisions of these Terms that are intended to survive termination or expiration will do so. Specifically, Sections 1, 2, 7, 8, 9, 10, and 12.
12.9 Notices: In terms of communicating with you, we, Rheolution, reserve the right to send notices in various forms. This can include sending an email, posting the notice directly on the Service and Websites, or choosing any other method we deem appropriate. Please be aware that these notices are considered effective as soon as they are dispatched. On the other hand, if you need to send a notice to us, it will be acknowledged as received once we get it. For such communications, you should either use our physical address: Rheolution, Inc., located at 7182 Saint-Urbain St., Montreal, QC, H2S 3H5, Canada, or reach us via email at legal@nuverve.com.
12.10 Language: The parties agree that this Agreement shall be drafted in English only. Les parties reconnaissent avoir exigé que cette convention soit rédigée en anglais.
13. Questions
Should you have any inquiries or require further clarification regarding these Terms, we encourage you to reach out to us. Please direct your questions to our dedicated email address at info@nuVerve.com. We are here to assist you and ensure that your experience with our Service is both clear and positive.
Subscriber Agreement
1. Definitions
1.1 “Affiliate” Definition: An Affiliate refers to any entity that either Controls, is Controlled by, or is under common Control with Rheolution or the Customer entity agreeing to these terms. “Control” in this context is defined as owning more than 50% of the voting interests of the entity in question or possessing the authority to guide or determine the entity’s management and policies, whether this control is exerted through ownership, contractual agreements, or other means.
1.2 “Customer Data” Explanation: Customer Data encompasses all forms of information and data submitted to the Service by the Customer or its End Users.
1.3 “Documentation” Clarification: Documentation refers to the user guides for nuVerve, which are subject to updates over time. These can be accessed at https://nuVerve.com/.
1.4 “End User” Definition: An End User is any individual authorized by the Customer to utilize the Service under the Customer’s account. This includes employees, consultants, contractors, or agents of the Customer or its Affiliates.
1.5 “Order Form” Explained: An Order Form is either a document for ordering or an online order, which can include trials, agreed upon between the Customer and Rheolution (or their respective Affiliates). It specifies the Service or Professional Services to be provided as per this Agreement. Each Order Form is independent, incorporating this Agreement’s terms and conditions by reference.
1.6 “Professional Services” Described: Professional Services refer to the customer success services provided by Rheolution or its subcontractors as outlined in the relevant Order Form.
1.7 “Service” Overview: The Service is Rheolution’s software as a service platform, designed to enhance data analysis, collaboration, and productivity within the scientific and technical communities, and is provided as per the relevant Order Form.
1.8 “Subscription” Details: A Subscription grants access to and use of the Service on a per End User basis.
1.9 “Subscription Term” Explanation: The Subscription Term is the duration for which the Subscription is active, as identified in the applicable Order Form, including any subsequent renewal terms.
2. The Service
2.1 Provision and Availability: Rheolution commits to providing the Service to the Customer for the duration of the applicable Subscription Term as outlined in this Agreement. The Service’s content, functionality, and user interface may be updated by Rheolution from time to time, ensuring that such updates do not significantly reduce the Service’s functionality during the Subscription Term. Customer acknowledges that its use of the Service under this Agreement does not depend on the delivery of any future features or functionality.
2.2 Access Rights: Rheolution grants the Customer a non-exclusive, non-sublicensable, non-transferable right (except as specifically allowed in Section 11.8) to access and use the Service (and to permit its End Users to access and use the Service) during the applicable Subscription Term. This right is solely for the Customer’s internal business purposes and is subject to the relevant Order Form.
2.3 Affiliates’ Involvement: Beyond any access rights that a Customer Affiliate may have as an End User of the Customer, a Customer Affiliate may independently acquire Subscriptions and/or Professional Services under this Agreement by entering into an Order Form. In such instances, all references to the Customer in this Agreement are deemed to refer to the relevant Affiliate concerning that specific Order Form.
2.4 Acceptable Use Terms: The Customer is prohibited from (a) making the Service available to anyone other than itself and its End Users or using the Service for the benefit of entities other than the Customer or its Affiliates; (b) renting, sublicensing, reselling, assigning, distributing, time-sharing, or otherwise exploiting the Service, which includes allowing its employees or those of its Affiliates to access the Service as guests instead of acquiring proper End User Subscriptions; (c) reverse engineering, copying, modifying, adapting, or hacking the Service; (d) using the Service, its Documentation, or Rheolution’s Confidential Information to develop a competing product or service; (e) allowing End User Subscriptions to be shared or used by more than one individual End User, though they can be reassigned to new End Users who replace individuals no longer using the Service; (f) utilizing the Service in violation of any applicable law, intellectual property rights of third parties, or privacy/publicity rights; and (g) using the Service to create, use, send, store, or run harmful materials like viruses, bots, worms, or similar elements. Should an End User violate this Agreement or use the Service in a way that may pose a security risk or disrupt others’ use of the Service, Rheolution may request Customer to suspend the account of such an End User. If the Customer does not promptly suspend or terminate the account of such an End User, Rheolution reserves the right to do so.
2.5 Security and Customer Data Protection: Rheolution commits to implementing and maintaining reasonable administrative, organizational, and technical safeguards designed to protect the confidentiality and integrity of Customer Data. Rheolution reserves the right to modify these standards, provided such changes do not materially and adversely diminish the overall security of the Service during the applicable Subscription Term.
2.6 Administration of Customer’s Account: Customer acknowledges its responsibility for administrative control over who it grants access to Customer Data hosted in the Service. Customer may designate one or more End Users as administrators (each an “Administrator”) to manage its account, and Rheolution is entitled to rely on communications from such Administrators and other Customer employees when servicing Customer’s account. Customer is responsible for its End Users’ use of the Service and their compliance with this Agreement. Customer bears sole responsibility for the accuracy, quality, and legality of Customer Data and must promptly notify Rheolution of any unauthorized use or access to its account or the Service.
3. Representations and Warranties
3.1 Mutual Warranties: Both parties represent and warrant that they will comply with all laws, rules, and regulations applicable to the exercise of their rights and performance of their obligations under this Agreement.
3.2 Warranties by Rheolution:
3.2.1 Professional Services Warranty: Rheolution guarantees that the Professional Services will be performed in a professional and workmanlike manner by individuals with the necessary skills, experience, and knowledge. If Customer believes Rheolution has not met this standard, Customer must provide written notice to Rheolution within thirty (30) days of the performance of any nonconforming Professional Services. As Customer’s exclusive remedy, Rheolution will either re-perform the applicable Professional Services that did not meet this warranty or refund the fees paid for the non-conforming Professional Services.
3.2.2 Malicious Code Warranty: Rheolution ensures that it has taken appropriate technical measures and routinely updates the Service to prevent the introduction of harmful software such as viruses, worms, logic bombs, Trojan horses, or other harmful code or scripts intended to damage the Service.
3.3 Warranties by Customer: Customer asserts and warrants that it has the legal right to transfer the Customer Data to Rheolution so that Rheolution and its authorized third-party service providers can lawfully use, process, and transfer the Customer Data in compliance with this Agreement on Customer’s behalf.
3.4 Disclaimer: The warranties provided in this Section 3 represent the sole warranties given by Rheolution. To the maximum extent allowed by applicable law, Rheolution makes no other warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular use, non-infringement, or uninterrupted or error-free operation of the Service or Professional Services. Rheolution’s warranties will not be applicable in cases of misuse or modification of the Service by Customer and End Users, or failure to adhere to instructions provided by Rheolution. Rheolution provides beta, trial, proof of concept, and “sandbox” versions of the Service “as is” without any warranties.
4. Payment
4.1 Payment Terms: The Customer is obligated to pay all amounts due under the relevant Order Form within thirty (30) days of the invoice date. If the Customer has a good faith dispute regarding any portion of an invoice, they are required to pay the undisputed portion and provide detailed notice of the dispute to Rheolution no later than the due date of the invoice. Payments are to be made in the currency specified in the applicable invoice. All payments are non-cancelable and non-refundable unless this Agreement states otherwise. It’s the Customer’s responsibility to provide Rheolution with complete and accurate billing information, including a purchase order number if required by the Customer. If the Customer’s account becomes overdue and remains unsettled ten (10) business days following notice, Rheolution reserves the right to suspend the Customer’s account. Unpaid amounts may accrue interest at the lower of 1.5% per month or the highest rate permissible by law, plus any costs of collection. Account suspension does not exempt the Customer from paying due amounts. If the Customer is allowed to make payments via credit card, they agree to Rheolution’s use of account refresher services from third-party payment processors for updating payment information.
4.2 End User Subscriptions: Unless otherwise specified in an Order Form, Subscription fees are based on monthly or annual periods, or proportional parts thereof. The Service’s Subscriptions are tiered based on the number of End Users. The Customer can add End Users at any time upon written notice to Rheolution. Rheolution periodically reviews the total number of End Users, and if the number exceeds the Customer’s current plan, Rheolution may invoice the Customer for the corresponding tier on a pro-rata basis for the remaining months of the current annual Subscription Term. Reductions in End Users or downgrades to a lower Subscription plan require a written notice from the Customer before the end of the current Term. Such changes will be reflected in the Customer’s account on the next Renewal Date.
4.3 Taxes: Fees charged to the Customer do not include taxes. The Customer is responsible for all applicable taxes related to this Agreement, excluding taxes based on Rheolution’s net income. If withholding tax is required, the Customer will pay additional amounts to ensure Rheolution receives the full fee amount. Upon request, the Customer must provide evidence of withheld amounts being paid to the relevant tax authority. Rheolution’s failure to charge appropriate tax due to inaccurate Customer information does not relieve the Customer of tax obligations. Tax-exempt Customers must provide proof of exemption to Rheolution.
4.4 Auto-renewal: Subscriptions will automatically renew at the end of the current Subscription Term for a period equal to the original term, at Rheolution’s current rates unless stated otherwise in the Order Form. The Customer authorizes automatic charges for fees on or after the Renewal Date unless the Subscription is terminated or canceled at least thirty (30) days prior to the Renewal Date. Cancellation of a Subscription during its Term allows continued use until its end, without refunds or credits for the remaining period.
5. Term and Termination
5.1 Agreement Term: This Agreement begins on the Effective Date and continues until it expires or is terminated as per its terms. Order Forms under this Agreement are governed by it for their respective Subscription or Professional Services term, regardless of this Agreement’s earlier termination or expiration. Termination or expiration of this Agreement does not automatically terminate any applicable Order Form.
5.2 Termination Conditions: Either party can terminate this Agreement and/or any Order Form under the following circumstances: (a) with thirty (30) days written notice if the other party materially breaches this Agreement and fails to rectify that breach within the notice period, (b) immediately upon notice in the event of a breach of Section 2.4 (Acceptable Use Terms), or (c) immediately if the other party ceases business operations or becomes subject to insolvency proceedings that are not dismissed within sixty (60) days.
5.3 Effects of Termination: Upon the expiration or termination of this Agreement and/or the applicable Order Form, all Subscriptions and rights granted to the Customer will terminate immediately, and the Customer must cease using the Service. If the Order Form is terminated by the Customer pursuant to Section 5.2, Rheolution will refund the Customer for any prepaid, unused fees for the remaining portion of the Subscription Term from the termination date. Termination does not relieve the Customer of the obligation to pay any fees accrued or payable to Rheolution up to the termination date. Terms that extend beyond termination remain effective until fulfilled.
5.4 Handling Customer Data Post-Termination: After the expiration or termination of all Subscriptions, Rheolution may deactivate the Customer’s accounts. Customer Data will be available for export provided Rheolution receives written notification within thirty (30) days post-termination about the Customer’s intent to export such data. After this period, Rheolution has no obligation to retain the Customer Data and may delete it, unless legally prohibited. Upon request, Rheolution will securely destroy all Customer Data within its systems within one-hundred and eighty (180) days of such a request, with back-ups deleted within thirty (30) days after this period.
6. Confidentiality
6.1 Definition of Confidential Information: Throughout this Agreement, each party may share information that is proprietary or confidential, known as “Confidential Information.” This includes, but is not limited to, the Agreement itself, details about the Service, Order Forms, Customer Data, business and product plans, strategies, financial details, and technical documentation. Confidential Information does not include information that is publicly available, obtained from a third party without confidentiality obligations, independently developed, or already known to the receiving party without confidentiality obligations.
6.2 Protection of Confidential Information: The receiving party must use care to prevent the disclosure of the disclosing party’s Confidential Information, applying at least the same degree of care as used for its own confidential information, but no less than a reasonable degree of care. The receiving party may share Confidential Information only with employees, Affiliates, consultants, subcontractors, or advisors who need to know it for performing under this Agreement and who are bound by confidentiality obligations.
6.3 Equitable Relief for Breaches: In the event of a breach of confidentiality, the disclosing party may seek appropriate equitable relief in addition to other remedies.
6.4 Obligations for Legally Compelled Disclosure: The receiving party may disclose Confidential Information if required by law or court order, but should, to the extent allowed by law, provide the disclosing party with notice to seek a protective order.
6.5 Compelled Disclosure: In situations where the receiving party is legally compelled to disclose Confidential Information, such as through a court order or legal requirement, disclosure may be made. However, where feasible and legally permissible, the receiving party should provide the disclosing party with prompt notification to allow the disclosing party an opportunity to seek a protective order or other appropriate remedy to safeguard the confidentiality of the information.
7. Intellectual Property Rights
7.1 Rheolution’s Ownership: Between Rheolution and the Customer, Rheolution and its licensors hold exclusive ownership of all rights, titles, and interests in the intellectual property rights of the Service. The Customer’s usage of the Service does not in any way affect or alter Rheolution’s ownership or licensed rights in the Service. Rheolution reserves all rights in the Service beyond those explicitly granted in Section 2.2, meaning the Customer or its End Users are not granted any intellectual property rights in the Service, including rights to any enhancements, modifications, or derivatives thereof.
7.2 Customer’s Ownership: Between the two parties, the Customer and its licensors maintain all rights, titles, and interests in the intellectual property rights of the Customer Data. The Customer grants Rheolution a royalty-free, fully paid, non-exclusive, non-transferable (except as outlined in Section 11.8) worldwide right to use the Customer Data solely for providing and supporting the Service. Rheolution and its authorized third-party service providers are permitted to use, host, store, back up, transmit, and display the Customer Data for the purposes of providing and improving the Service, with the condition that the Customer and its End Users are not publicly identified.
7.3 Feedback: If the Customer provides any feedback about the Service or Professional Services to Rheolution, Rheolution is entitled to use such feedback for any purpose without compensating or being obligated to the Customer, as long as such usage adheres to the confidentiality obligations outlined in Section 6.
8. Indemnification
If a third party makes a claim against Rheolution alleging that the Customer Data infringes upon a patent, copyright, or violates privacy rights, the Customer is responsible for (a) defending Rheolution against that claim, and (b) paying any court-ordered amounts or settlement amounts approved by the Customer. For Rheolution to receive this defense and payment, it must promptly provide written notice of the claim to the Customer, supply necessary information upon the Customer’s request, and allow the Customer to control the defense and settlement, including mitigation efforts.
9. Liability
9.1 Limitation of Liability: Each party’s total, cumulative liability for claims related to this Agreement, whether in contract, tort, or under any other legal theory, is limited to the total amount paid by the Customer under this Agreement in the 12 months preceding the initial event causing liability, to the extent permitted by law.
9.2 Exclusion of Certain Damages: Neither party will be liable for special, incidental, exemplary, punitive, indirect, or consequential damages, or for lost profits, loss of use or data, service interruption, or loss of business, value, revenue, goodwill, or anticipated savings, regardless of whether such damages were foreseeable or the party was advised of such damages in advance. This is applicable to the extent permitted by law and is based on contract, tort, or any other legal theory.
9.3 Exceptions to Limitations and Exclusions: The limitations in Section 9.1 and the exclusions in Section 9.2 do not apply to (a) obligations for payment for
products, services, or taxes as detailed in Section 4, (b) a party’s indemnification obligations as set forth in Section 8, and (c) damages arising from a party’s gross negligence, willful misconduct, or fraud, which are separate from any breach of this Agreement.
10. Export Control and Economic Sanctions Compliance
Each party asserts that it is not listed on any government list of prohibited or restricted parties in Canada or the U.S., nor is it owned, controlled by, or acting on behalf of any such parties. The Customer agrees to not access or use the Service in any manner that would cause any party to violate any Canadian, U.S., or international embargoes, economic sanctions, or export control laws or regulations.
11. Miscellaneous
11.1 Governing Law and Venue: Both parties agree that this Agreement is governed by the laws of the Province of Quebec, Canada, disregarding principles of conflict of laws, and consent to exclusive jurisdiction and venue in the courts located in Montreal, Quebec, Canada. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
11.2 Notices: Rheolution may issue general notices applicable to all customers regarding the Service via email, in-app notifications, or postings on the Service. Other specific notices under this Agreement must be in writing and sent to the addresses specified by the Customer, like in the Order Form. Notices are considered delivered upon receipt.
11.3 Publicity: Rheolution may use the Customer’s name and logo in its online customer list and in marketing materials, both print and electronic.
11.4 Access to Non-Production Versions of the Service: The Customer may access beta, trial, proof of concept, or sandbox versions of the Service (collectively, “Non-Production Versions of the Service”). These are provided on an “as is” basis, may be subject to additional terms, can be discontinued or modified at any time, and are not for production use. Rheolution is not liable for any risks or damages associated with the use of Non-Production Versions of the Service.
11.5 Relationship of the Parties: Rheolution is an independent contractor and not an agent, joint venturer, partner, or fiduciary of the Customer. The Agreement does not create rights or causes of action for third parties.
11.6 Force Majeure: Neither party is liable for non-monetary obligation failures due to uncontrollable circumstances.
11.7 Severability; No Waiver: If any provision is invalid or unenforceable, the rest of the Agreement remains valid and enforceable. No waiver of any term is deemed a further or continuing waiver.
11.8 Assignment: The Agreement cannot be assigned without written consent from the other party, except to an Affiliate or successor in a merger, acquisition, reorganization, or asset sale.
11.9 Entire Agreement: This Agreement, including all attachments, exhibits, addendums, and Order Forms, constitutes the entire agreement between the parties on the subject matter, superseding all prior agreements. Terms in purchase orders, vendor documentation, or web portals do not form part of this Agreement.
11.10 Modifications: Rheolution may revise this Agreement and post the modified version on its website. Continued access or use of the Service after the effective date of such modifications implies the Customer’s agreement to the revised Agreement terms. If there is a separate written agreement with Rheolution covering the same subject matter, the terms in these online Subscriber Terms will not apply to the Customer.
11.11 Language: The parties agree that this Agreement shall be drafted solely in English. This choice is acknowledged by both parties, confirming that they have requested that this convention be written in English only (“Les parties reconnaissent avoir exigé que cette convention soit rédigée en anglais”).
Privacy Policy
nuVerve is a software as a service platform edited by Rheolution Inc. and tailored for enhancing data analysis, collaboration and productivity within the scientific and technical communities. At Rheolution, we prioritize your privacy rights, ensuring that you can concentrate on the most crucial aspects of your business without any concerns about privacy.
This Privacy Statement outlines the methods employed by Rheolution in handling your information and elucidates the options you have regarding this information. Should you have queries or worries about Rheolution’s information processing practices or this Privacy Statement, feel free to reach out to us anytime at privacy@rheolution.com.
Understanding Our Relationship with You
When users are governed by our Subscriber Agreement, Rheolution functions as the processor or service provider, managing personal data on behalf of or as instructed by a controller (or a similar entity under legal definitions). Our clients, typically organizations or companies, act as the controllers or businesses, determining the processing methods and purposes of the information supplied to Rheolution through their service usage. In scenarios outside these agreements, Rheolution assumes the role of the information controller. For instance:
- If your account is registered with a corporate email, your organization controls your specific Rheolution domain and its stored information.
- If registered with a personal or free email domain (like gmail.com), Rheolution becomes the information controller.
nuVerve is versatile, catering to both corporate entities and individual users. If nuVerve is accessed through a company or educational institution using a company email, the respective nuVerve administrator of that organization is in charge of managing associated accounts. They have the authority to limit or revoke your access to the Services, access your user information, and control the information stored in our systems, including workspace content and usage logs. They can also regulate your ability to alter or delete information linked to your use of our products and services.
Information Processing by Rheolution
We process a wide range of information, which includes data you provide directly, information gathered automatically when you use Rheolution or visit our websites, and data obtained from third parties. It’s important to note that this Privacy Statement doesn’t cover the processing of your information by third parties through third-party integrations within our services. We recommend visiting those third-party websites for detailed insights into their privacy and data protection practices.
Information Provided by You
To establish an account, we collect essential details including:
- Identifiers like your name and email address.
- Company or institution name.
- Your nuVerve password (encrypted for security).
- Billing details such as name, address, and phone number.
- Selections regarding your nuVerve plan.
Upgrading to a paid account involves collecting:
- Financial data, like credit card or bank account details, processed by our payment handlers.
While using nuVerve, you might provide:
- Data in projects, messages, and other nuVerve features.
- Uploaded files or attachments.
- Optional personal descriptions, like profile pictures or gender pronouns.
- Professional details, including your job title or role.
Additional interactions with nuVerve might include:
- Communications with our staff in sales, research, or user operations, or participation in research activities.
- Responses and information in forms, emails, or other channels.
- Entries in sweepstakes, contests, or research initiatives, if participated.
- Identity verification data.
- Geographical details like region and country.
- Social media particulars.
- Birthdate and biometric data (with consent).
Automatically Collected Information
When you visit our websites or use nuVerve, we may gather:
- Metadata and behavioral inferences to understand your nuVerve usage patterns.
- Internet network activities and data from cookies or similar technologies (see our Cookies Notice for more details).
- User interaction data with our marketing websites, such as clicks, visit duration, and navigation patterns.
Information Provided by Third Parties
Occasionally, we receive information about you from third-party sources, which might include:
- Data from third-party integrations you’ve set up with nuVerve.
- Your name, email, and professional contact information.
- Information about you provided by other nuVerve users or individuals.
Use of Your Information
We use your information to effectively operate our services, communicate with you, manage transactions for nuVerve plan changes, ensure security, prevent fraud, and adhere to legal obligations. Our specific uses include:
- Providing and improving our services and products.
- Recommending relevant content.
- Gaining insights into user preferences and customizing nuVerve experience.
- Analyzing interactions with our websites and applications.
- Ensuring the security of our systems and products.
- Complying with global laws and regulations, including responding to legal subpoenas, requests, or processes.
If you’re using nuVerve as part of an organization, we process your information as required by our contract with that entity. Such contractual terms may override the descriptions in this Privacy Statement in case of any conflict.
We also use your information for:
- Communication regarding nuVerve through various channels.
- Providing updates, alerts, and marketing communications (with opt-out options).
- Advertising nuVerve.
- Reporting on and analyzing nuVerve performance.
- Offering webinars, presentations, and demos.
- Processing information as per your requests.
- Managing cross-device account usage.
Combining Information
We may blend the information we collect from various sources, unless legally restricted, for comprehensive analysis and service improvement.
Aggregated and De-identified Data
We may aggregate or de-identify your nuVerve usage data, making it untraceable to you or your device, and use this data for diverse purposes, including research and marketing. We may also share such data with third parties like advertisers or event promoters.
Disclosing Your Information
For the seamless functioning of our products and services, and to manage our business effectively, we disclose the information we collect about you under specific circumstances:
- Service Providers and Subprocessors: We share your information with selected third parties who process the information on our behalf to assist in delivering Rheolution’s services and features. These entities offer a range of services, including sales, marketing, content provision, AI-enabled functionality, payment processing, advertising, analytics, research, data storage, security, fraud prevention, among others.
- Advertising Partners: Information collected on Rheolution websites, possibly including email addresses, is shared with service providers. They may use this data in a de-identified form, matched to cookies or mobile ad identifiers, to present you with more relevant Rheolution ads on other websites. Our partners may also employ cookies and similar technologies on our website to show you tailored ads about nuVerve on other sites. Our Cookies Notice provides more information on how we use targeting cookies and your control options.
- User-Requested Disclosures: We disclose your information to third parties when you instruct us to do so, like when integrating nuVerve with other tools.
- Settings in Our Products and Services: Information you submit or post on nuVerve may be visible to other users in your workspace, team, division, or organization, depending on your selected settings and if an organization domain is created for you.
- Affiliates and Subsidiaries: Within the Rheolution family of companies, we share information to provide our products and services to you.
- Business Transfers: In events like the sale or transfer of our business or assets, your information may be transferred to the new owner to continue service operations. Your information remains subject to this Privacy Statement’s promises and commitments until updated by the acquirer.
- Legal Compliance: We disclose your information to comply with legal obligations, such as responding to a valid subpoena or request. We notify affected parties unless legally prohibited or in emergency situations.
- nuVerve Account Administrators: If using Rheolution through an organization or institution, your nuVerve administrator may access and export data if their subscription allows.
- Public Forums: Information posted in public forums on our platform is open and may be used by Rheolution for any purpose. This public information is accessible by anyone, including through search engines.
Information Protection, Storage, Transfer, and Retention
Security: Rheolution employs technical and organizational measures to safeguard your information. However, no method is completely secure, and we continuously improve our safeguards.
Storage and Transfer: Your information is stored in the United States and transferred across borders. Our primary data processing occurs in the U.S. and Canada, but we may transfer data internationally.
Data Retention: We retain your information as necessary for the purposes outlined in this Privacy Statement or as legally required.
Use by Children Under 18: Our services are not for children under 18. We do not knowingly process information from children under this age.
Marketing Practices and Choices: Our emails may contain analytics tools like clear GIFs. You can opt out of promotional communications and manage your preferences as detailed in the Contact Us section.
Your Privacy Rights: Regardless of location, you have rights regarding your information, including access, correction, deletion, and restriction of processing. We accommodate these requests but note that some information may be exempt from such requests under certain circumstances. You can also manage cookies preferences and opt out of targeted advertising as detailed in our Cookies Notice.
Your Rights Regarding Your Information
At your request, and within the limits of legal allowances, we commit to the following actions regarding your information:
- Access and Copies: We’ll provide access to, or copies of, specific information we maintain about you.
- Information Insights: You’ll receive details about the types of information we gather or share, including the sources, purposes of collection, and the third parties involved. To simplify, we’ve already included much of this in our Privacy Statement.
- Opting Out of Promotions: We will halt the processing of your information for promotional uses, particularly any direct marketing that relies on profiling.
- Updating Information: We’ll correct any outdated or incorrect information we hold about you.
- Deletion Requests: Upon your request, we will delete certain information in our possession.
- Restricting Processing: We will limit how we process and share some of your information.
- Transferring Information: On your request, we can transfer your information to a third-party service provider.
- Revoking Consent: You have the right to withdraw your consent for us to process your information.
To act on these requests, we need to confirm your identity and, possibly, your relationship with nuVerve (for instance, if you’re a nuVerve administrator requesting on behalf of someone else). Authorized agents can submit requests on your behalf, provided they present signed permission or power of attorney. We might contact you or take additional steps to verify your authority to make a request. If you’re an end user of nuVerve services through a company, direct your information-related requests to your company’s nuVerve administrator. Be aware, some information might be exempt from these requests (for instance, if we need to keep processing it for legitimate interests or legal obligations). Depending on local laws, you might have the right to challenge our decision if we deny your request.
Managing Cookies and Opting Out of Targeted Advertising
As detailed in our Cookies Notice, we share information about your device and online activity with third-party advertisers for targeted advertising purposes, enhancing the relevance of ads about our services.
Updates to Our Privacy Statement
We regularly update this Privacy Statement to accurately reflect our data practices, technological advancements, new features, or changes required by law. We’ll adhere to legal standards for notifying you and/or obtaining consent for any significant changes. For a history of how our Privacy Statement has evolved, please refer to the information provided below.
Contacting Us and Privacy Inquiries
Rheolution is headquartered at 7182 Saint-Urbain St., Montreal, QC, H2S 3H5, Canada. For any inquiries, complaints, or questions about this notice, please reach out to us at info@nuVerve.com.
Subprocessors
Rheolution, along with its affiliates, collaborates with third-party subprocessors, as well as affiliates of Rheolution, to assist in delivering services to our clients. These subprocessors, engaged either directly by Rheolution or occasionally by an affiliate of Rheolution, are third-party processors who receive data from Rheolution for the purpose of processing personal data on behalf of our customers.
Third-Party Subprocessors
| Entity Name | Subprocessing Activity | Entity Country |
|---|---|---|
| HotJar | Product analytics | United States |
| Liveblocks | Collaborative tools | United States |
| Microsoft Azure | Cloud Service Provider | United States |
| Sentry | Error monitoring | United States |
| Stripe | Billing | United States |
| Sinch Mailjet | Email Notifications | France |
| Zoho | CRM | United States |
Rheolution Affiliates
| Entity Name | Entity Country |
|---|---|
| Rheolution Europe SAS | France |
Service Level Addendum
Service Availability Level Commitment by Rheolution
Rheolution commits to sustaining a target Service Availability Level of 99.9% for nuVerve throughout each Rheolution Fiscal Year. The terms related to this commitment are defined as follows:
- Rheolution Fiscal Year: This period begins on July 1 and concludes on June 30 of the following year.
- Downtime: This refers to the duration, measured in minutes, when the Service is inaccessible to the Customer. Downtime does not include inaccessibility during beta, trial, proof of concept, or “sandbox” versions of the Service, nor does it cover periods when the Service is unavailable due to Service Maintenance, issues caused by Third Party Services, or circumstances beyond Rheolution’s control. Downtime is determined based on the rate of server-side errors.
- Service Availability Level: This is the percentage of total potential minutes the Service was accessible to the Customer during a Rheolution Fiscal Quarter. It is calculated using the formula:
(Total minutes in Rheolution Fiscal Year–Downtime)/Total minutes in Rheolution Fiscal Year
- Service Maintenance: This encompasses the time when the Service is offline due to maintenance, repairs, enhancements, modifications, and upgrades to the software and hardware utilized by Rheolution to deliver the Service. Service Maintenance is categorized into scheduled maintenance and unscheduled, emergency maintenance necessary to safeguard the integrity and/or security of Customer Data or the Service. Rheolution endeavors to give a minimum of three days’ prior written notification for scheduled maintenance and at least one hour’s notice for unscheduled, emergency maintenance. Such Service Maintenance will not exceed a total of 72 hours per Rheolution Fiscal Year and will typically occur between 7:00 PM and 4:00 AM Eastern Time.
Customer Support Response Time
Rheolution offers customer support from Monday to Friday and commits to responding to Customer support queries within 24 hours of receiving them, excluding public holidays in Canada and France. The efficacy of Rheolution’s support is contingent upon the Customer providing an email address associated with their nuVerve account in the support inquiry form, adhering to the Agreement terms, supplying precise and detailed information to replicate the reported issue, and promptly responding to Rheolution’s communications. Rheolution is not obliged to offer support for issues arising from network unavailability beyond its control, such as emergency updates addressing security, privacy, legal, or regulatory concerns, or unforeseeable third-party hardware or software issues not within Rheolution’s control. Additionally, Rheolution does not handle configuration or troubleshooting for other parts of the Customer’s technical infrastructure. Rheolution may modify its support policies over time, ensuring that such changes do not substantially reduce the Customer’s rights to support as outlined in this Addendum. Professional Services or other requests for assistance in deploying or enabling the Service fall outside the scope of Rheolution’s support under the Agreement.