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.
1.6. “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.
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.
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.
Service Provider may, in its sole discretion, change, limit, or discontinue any particular Content that is part of the Platform.
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.
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.
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”).
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.
LAST UPDATED: May 4, 2021