Huron Online Learning Tools Terms of Use
These Terms of Use, together with the corresponding services agreement, statement of work, and any attachments thereto, entered into by you and Service Provider or its Affiliate (the “Services Agreement”), govern access to and use of those Service Provider-hosted online learning platform(s) specified in the Services Agreement. Should any ambiguity or inconsistency exist in any portion of these Terms of Use, when read with the corresponding Services Agreement, the following precedence of documents shall apply to eliminate any such ambiguity or inconsistency with respect to the Platform (as defined below): (1) the face of the Statement of Work, including any attachments with special conditions expressly incorporated therein, duly executed by both parties; (2) any attachments to the Services Agreement containing special terms and conditions duly executed by both parties; (3) these Terms of Use; and (4) the remainder of the Services Agreement.
1. Definitions. For purposes of these Terms of Use, the below terms will be assigned the following meanings:
1.1. “Affiliate” will mean any entity under control of, controlling, or under common control with Service Provider.
1.2. “Authorized Users” will mean all employees of Client and such other members of Client’s workforce who have agreed to maintain the confidentiality of the Content and who have e-mail addresses with the same domain name as Client, in each case subject to any scope limitations set forth in the Services Agreement.
1.3. “Client” will mean each organization named within scope in your Services Agreement.
1.4. “Content” will mean all content available on, comprising, or incorporated within the Platform, including but not limited to the text, photographs, images, graphics, audio clips, videos, educational modules, courses, handouts, webinars, presentation slide decks, and any compilation or arrangement thereof. Content is owned by Service Provider or used under license.
1.5. “License Term” will mean each annual period of access to the Platform, as automatically renewing in accordance with these Terms of Use.
1.6. “Platform” will mean each Service Provider-hosted online learning platform offering specified as included in your Services Agreement.
1.8. “Service Provider” will mean Huron Consulting Services LLC and its affiliates as owner and provider of the Platform.
2. Authorized Use of Platform. Client and its Authorized Users may use the Platform only as permitted by these Terms of Use. Subject to Client’s timely payment of all applicable fees, Service Provider hereby grants to Client and its Authorized Users a non-exclusive, non-transferable, right and license to access and use the Platform throughout the License Term, for Client’s internal business purpose of educating and training its Authorized Users. The Platform is comprised of “commercial items”, “commercial computer software” and “commercial computer software documentation” as defined in FAR 2.101, DFAR 252.227-7014(a)(1) and DFAR 252.227-7014(a)(5). Consistent with DFAR 227.7202 and FAR 12.212, any use, reproduction, display, or disclosure by the US Government shall be governed solely by the terms of these Terms of Use.
3. Use Restrictions. Client and its Authorized Users will not: (a) access or use the Platform or its Content (as defined below) in order to design, create or build a service or product that is competitive with the Platform, or which uses ideas, features or functions that are similar to the Platform; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute or otherwise commercially exploit, make available to, or share with any third party, who is not an Authorized User under these Terms of Use, the Platform or any of the included Content or; (c) modify or make derivative works based upon the Platform or any Content, or directly or indirectly disassemble, decompile, reverse engineer, or otherwise work around the technical limitations in the Platform or any portion thereof. For avoidance of doubt, the parties agree that unless any Content is specifically marked within the Platform as available for downloading and printing (“Downloadable Content”), Client and its Authorized Users will not attempt to download, record, reproduce, or otherwise access such Content outside of Service Provider’s hosted environment.
Client will be responsible for controlling the access and use of the Platform by its Authorized Users and for notifying its Authorized Users of the rights and restrictions set forth in these Terms of Use and any other supplement notices as necessary. Each Authorized User will be required to create an account with a unique user name and password and limited related contact information, (collectively, “User Account Information”) and to log into that account each time he or she wishes to access the Platform. Such User Account Information should be treated as confidential. Client and its Authorized Users will immediately notify Service Provider if any unauthorized use is discovered.
To the extent the Platform includes discussion or message boards, forums, networking opportunities, and other community-focused features which allow users to post, publish, or share messages and specific Content with other users of the Platform, Client is fully responsible for any User Contributions that Client or if applicable, its Authorized Users may share through the Platform or otherwise send to other Platform users, including the legality, reliability, accuracy and appropriateness of such User Contributions. For purposes of this Paragraph, “User Contributions” means any messages or other content shared by Client or any Authorized Users other than Service Provider’s proprietary Content. Unless expressly authorized by Service Provider, Client and its Authorized Users shall not share or provide access to any external content or materials, nor shall Client and its Authorized Users post, submit, or link to any User Contributions that infringe, misappropriate, or violate the rights of any third party or any applicable law, or that is defamatory, obscene, indecent, harassing, threatening, abusive, inflammatory, or fraudulent, purposely false or misleading, or otherwise harmful. Service Provider does not approve, control, or endorse Client’s or anyone else’s User Contributions, and has no obligation to do so. However, Service Provider reserves the right (but assumes no obligation) to remove or modify User Contributions for any reason or no reason, at Service Provider’s sole discretion, including User Contributions that, in Service Provider’s sole discretion, violates these Terms of Use.
Client acknowledges that any unauthorized use or disclosure of the Platform or any Content would cause Service Provider irreparable harm, and therefore, in addition to any other remedy available in law, Service Provider would be entitled to immediate injunctive relief, without showing any actual damages sustained, to prevent such disclosure or unauthorized use. Service Provider shall have no obligation to post a bond or other security in connection with obtaining an injunction, specific performance, or other relief.
4. Suspension of Access to Platform. Service Provider may suspend Client’s access to the Platform at any time (a) in order to prevent damage to, or degradation of, Service Provider’s network integrity; (b) if Client has failed to pay any amounts that are more than thirty (30) days past due and such failure continues without a cure for ten (10) days after notice from Service Provider; or (c) Client has breached these Terms of Use in a way that affects Service Provider’s provision of the Platform or infringes on Service Provider’s intellectual property rights. If suspended, Service Provider will promptly restore use of the Platform to the Client after the event giving rise to the suspension has been resolved to Service Provider’s reasonable satisfaction. Any accounts that are restored after suspension due to Client’s failure to pay or breach may be subject to any then-current reactivation fees.
5. Service Provider Data. Client agrees that Service Provider may (a) collect data and metrics arising out of Client’s and its Authorized Users’ use of the Platform, and (b) aggregate and analyze any metrics and data so collected (collectively, the “Service Provider Data”). Service Provider agrees that it shall not use the Service Provider Data in a way that identifies Client or any Authorized User as the source of any data included in the Service Provider Data. Provided Service Provider complies with the immediately preceding sentence, Client agrees that the Service Provider Data does not constitute the Confidential Information of Client and that Service Provider may provide the Service Provider Data to third parties. Client agrees that Service Provider may use, reproduce, distribute and prepare derivative works from the Client Content solely as incorporated in the Service Provider Data.
6. Intellectual Property. The Platform, Content, Service Provider Data, and any modifications, configurations, enhancements, or derivative works to any of the foregoing (including all intellectual property rights in or to any of the foregoing), are and shall remain the exclusive property of Service Provider and its licensors. No licenses or rights are granted to Client except for the limited rights expressly granted in these Terms of Use.
All Content is protected by United States and international laws regarding copyrights, trademarks, trade secrets and other proprietary rights. Client and its Authorized Users will not remove any notices or legends that appear in the Platform or any Content, that either serve to identify Service Provider or its licensors as the owner, or that provide notice of the confidential and/or proprietary nature of such materials, and/or their contents, including without limitation copyright notices, trademark symbols and notices, and notices that such materials are “confidential” or “proprietary.” The obligation of Client and its Authorized Users not to remove such notices shall apply in all circumstances, including without limitation when Client copies or distributes materials as permitted by these Terms of Use.
Service Provider may, in its sole discretion, change, limit, or discontinue any particular Content that is part of the Platform.
7. Privacy. In using the Platform, Client and its Authorized Users will be subject to Service Provider’s Privacy Policy, located at: www.huronconsultinggroup.com/privacy. Client and its Authorized Users agree not to submit, share, upload, or otherwise process within the Platform personal information or personal data including Protected Health Information (“PHI”) (as the terms are defined and regulated by applicable law), with the exception of User Account Information, which is used for login, identification, credentialing, and tracking of credits. To the extent applicable, Client and its Authorized Users will also be subject to the Huron Virtual Events Privacy Terms, located at: https://www.huronconsultinggroup.com/legal/virtual-events.
8. Interactive Forums and Games. Authorized Users may have access to or be included in games (for example, benchmarking and leaderboards) at Client’s choice, the availability and configuration of which will be set by Client and Service Provider upon Client’s approval. If an Authorized User has questions or concerns about the interactive forums or games features, they should first contact the internal engagement leader within their own organization who established the use of the interactive features on the Platform. When configured by the Client, the Client and its Authorized Users’ name and statistics in these features may be benchmarked and shared internally within the Client’s organization, or at the Client’s choice, with other similar Clients of Service Provider.
9. Fees. Fees for access during the initial License Term will be set forth in the Services Agreement. Unless otherwise agreed upon by Service Provider in the Services Agreement, such fees are due and payable within thirty (30) days of receipt of an invoice by Client. In the event the License Term automatically renews under Paragraph 13 below, the access fees due for each such renewal License Term will be based on Service Provider’s then-current market rates, as communicated to Client at least 120 days prior to the expiration of its then-current License Term. Invoiced amounts that are past due will be subject to a monthly charge of one and one-half percent (1.5%) per month or the maximum rate permitted by the law, whichever is less. As a general matter, all fees and charges for use of the Platform are non-refundable and unless otherwise agreed upon by the parties in advance, will be due and payable at the beginning of each annual License Term.
10. Taxes. Client will pay all applicable sales, use, excise, value added, services, consumption and other taxes and duties associated with Client’s receipt of the Platforms and Content, excluding taxes on Service Provider’s income generally. Client will provide Service Provider with a copy of Client’s certificate of tax exemption, if applicable.
If Client is required by the laws of any foreign tax jurisdiction to withhold income or profits taxes from Service Provider’s payment, then the amount payable by Client upon which the withholding is based shall be paid to Service Provider net of such withholding. Client shall pay any such withholding to the applicable tax authority. However, if after 120 days of the withholding, Client does not provide Service Provider with official tax certificates documenting remittance of the taxes, Client shall pay to Service Provider an amount equal to such withholding. The tax certificates shall be in a form sufficient to document qualification of the taxes for the foreign tax credit allowable against Service Provider’s corporation income tax.
11. Equipment and Technical Support. The parties acknowledge and agree that the Platform is an online-hosted service. Client will be responsible for providing its Authorized Users with the appropriate equipment and Internet access needed to use the Platform. Service Provider will be responsible for providing commercially reasonable maintenance to and technical support for the Platform during normal business hours.
12. Continuing Education (if Applicable). At this time, Service Provider is jointly accredited to provide continuing education by the Joint AccreditationTM for Interprofessional Continuing Education, a collaboration of the Accreditation Council for Continuing Medical Education (ACCME), Accreditation Council for Pharmacy Education (ACPE), and American Nurses Credentialing Center (ANCC). Authorized Users who are members of the interdisciplinary healthcare team, including physicians, advance practice providers, nursing professionals, and pharmacy professionals, within the United States of America may have the opportunity to earn Continuing Education (“CE”) credits through completion of designated educational courses included within the Platform and associated CE requirements. The number of CE credits to be provided may vary based on courses and individual learner completion. Authorized Users must claim any earned Continuing Education credits through the Platform prior to the expiration or termination of the agreed-upon access period.
13. License Term; Termination. The length of the initial License Term will be specified in the Services Agreement. Unless otherwise specified in the Services Agreement, the License Term will automatically renew for successive License Terms of one (1) year each in accordance with these Terms of Use, unless either party gives written notice to the other of its intention not to renew at least 90 days prior to expiration of the then-current License Term; provided, that Service Provider must notify Client of any changes to the amount of the annual access fee, or Client’s permitted payment schedule (if different than the standard described in Paragraph 9), at least 30 days prior to the notice period for termination (i.e., at least 120 days prior to the expiration of the then-current access period) in order for such changes to apply to the next License Term.
The License Term will continue to automatically renew until terminated in accordance with this Paragraph 13. Upon termination of the License Term under this Paragraph 13, Client and its Authorized Users will immediately cease use of the Platform; provided, however, that Client and its Authorized Users may retain copies of and continue to use any Downloadable Content in accordance with the Use Restrictions set forth in these Terms of Use, which will survive termination of the License Term and continue to apply for so long as such Downloadable Content is retained.
14. Disclaimer of Warranties. THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SERVICE PROVIDER EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SERVICE PROVIDER DOES NOT WARRANT THAT THE OPERATION OF THE PLATFORM WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.
15. Limited Liability. THE LIABILITY OF SERVICE PROVIDER FOR ANY TYPE OF DAMAGES FOR ANY AND ALL CLAIMS, IN AGGREGATE, IS LIMITED TO THE AMOUNT OF SERVICE PROVIDER’S FEES FOR THE LAST 12 MONTHS OF ACCESS TO THE PLATFORM FROM WHICH THE CAUSE OF ACTION AROSE.
SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR LOSS, NOR ANY LOST PROFITS, SAVINGS OR BUSINESS OPPORTUNITY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES.
16. Scope and Accuracy of Information. In making each Platform available, no client, advisory, fiduciary or professional relationship is implicated or established and neither Service Provider nor any other person is, in connection with the Platform, engaged in rendering auditing, accounting, tax, legal, advisory, consulting or other professional services or advice nor engage in any service that is considered the practice of medicine. Neither this Platform nor any Content on or accessed through this Platform shall be considered a substitute for the independent investigations and the sound technical and business judgment of the user of this Platform and the user should consult with a professional advisor familiar with the user’s particular factual situation for advice or service concerning specific matters. All incorporated modules and slides are created for training and educational purposes only and the scenarios depicted in such content do not reflect actual events or people.
17. Reference. Client agrees that Service Provider may refer to Client as a subscriber to the applicable Platform and may use Client’s brand logo in Service Provider’s websites, presentations, and marketing collateral in relation to such relationship.
18. Governing Law, Arbitration. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Illinois without giving effect to conflict of law rules. Any controversy or claim arising out of or relating to these Terms of Use or any breach thereof will be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Any arbitration will be conducted in Chicago, Illinois. Any arbitration award may be entered in and enforced by any court having jurisdiction thereof, and each party consents and commits itself to the jurisdiction of the courts of the State of Illinois for purposes of enforcement of any arbitration award. Except as may be required by law, neither party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use.
19. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payment obligations) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, outages of electrical or Internet services, or any other cause that is beyond the reasonable control of such party (“Force Majeure Event”).
Upon the occurrence of a Force Majeure Event, the non-performing party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long that party expects it to last. During a Force Majeure Event, the nonperforming party will use reasonable efforts to limit damages to the performing party and to resume its performance under these Terms of Use.
20. Assignment. Service Provider shall have the right to assign these Terms of Use to any successor to its business or assets to which these Terms of Use relate, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Client may not assign its rights or responsibilities under these Terms of Use in whole or in part without the prior written consent of Service Provider, and any purported assignment in violation of this provision shall be null and void. Subject to the foregoing limitation, these Terms of Use shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors, and assigns.
21. Severability. If any provision of these Terms of Use shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
22. Notices. All notices or demands required hereunder shall be in writing and shall be delivered
personally or sent by certified or registered mail, return receipt requested, or by overnight express service, to the appropriate party at the address stated in the Client’s Services Agreement, his or her successor, or other designee or officer of the party with a copy to Service Provider at: Legal Department, Huron Consulting Group Inc., 550 West Van Buren Street, Chicago, IL 60607.
23. Waiver. No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
24. No Relationship. Nothing in these Terms of Use creates any special relationship between the parties, such as a partnership, joint venture, agency, franchise, or employee/employer relationship.
25. Entire Agreement. These Terms of Use, together with the Client’s Services Agreement, the Privacy Policy, and any other linked website terms of use, constitute the entire understanding between the parties and is intended as the complete and exclusive statement of the agreement between the parties with respect to the Platform provided hereunder, superseding all prior agreements and negotiations between the parties and/or Affiliates of Service Provider relating to the Platform services contemplated hereunder. In no event shall any purchase order, acknowledgment form or similar document issued by either Party serve to modify, supplement, or supersede, directly or indirectly, any provision of these Terms of Use, even if accepted or countersigned by the other Party for administrative convenience only.
26. Changes to Terms of Use. Service Provider reserves the right to change the terms of these Terms of Use at any time by notifying Client of the change in writing or electronically, including without limitation, by e-mail or posting a notice on the Platform that the terms have been “updated” or a similar message. The changes will also appear in this document, which Client can access at any time by going to the Terms of Use link at the footer of each Platform webpage. By continuing to use the Platform after changes are made, you signify your agreement to the updated Terms of Use.
LAST UPDATED: May 4, 2021
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