- Subscription Services. Client, and with respect to organizational subscribers only, its Authorized Users, may access, view, and use the hosted offering outlined in Client’s subscription order (the “Subscription Services”), subject to the terms of this Agreement. Subject to Client’s timely payment of the Access Fee, Studer Education hereby grants Client a non-exclusive, non-transferable, right and license to access and use the Subscription Services throughout the subscription access period outlined in the subscription order and each agreed-upon renewal thereof (each, a “License Term”) for your personal educational use and with respect to organizational subscribers only, for the internal business purpose of educating and training Client’s Authorized Users.
- License Term; Termination. For individual subscribers, Client’s initial License Term will automatically renew for successive subscription periods equivalent in length to the initial License Term, based on Studer Education’s then-applicable rates; provided, that at any time either party may terminate the subscription order and any subsequent renewals hereunder by providing the other party with written notice its desire to terminate this Agreement, in which event the termination will be deemed effective as of the first day of the next month and any prepaid amounts attributable to Client’s access to the Subscription Services following the effective date of termination will be refunded by Studer Education within a reasonable period following termination. For organizational subscribers, the applicable License Term and corresponding termination rights will be governed by the terms of Client’s Engagement Letter.
- Taxes and Duties. Client will also pay, or reimburse Studer Education for, all applicable sales, use, excise, value added, services, consumption and other taxes and duties associated with your use and receipt of the Subscription Services, excluding taxes on Studer Education’s income generally. Client will provide Studer Education 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 the Access Fee, then the amount payable by Client upon which the withholding is based shall be paid to Studer Education 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 us with official tax certificates documenting remittance of the taxes, Client shall pay to Studer Education 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 our corporation income tax.
- Equipment and Technical Support. The Subscription Services are hosted online, and Client will be responsible for obtaining any equipment and Internet access needed for Client and its Authorized Users, if any, to use the included services. Studer Education will provide commercially reasonable maintenance and technical support for the Subscription Services during normal business hours.
Client acknowledges that any unauthorized use or disclosure of the Subscription Services and included Content would cause Studer Education irreparable harm, and therefore, in addition to any other remedy available in law, Studer Education would be entitled to immediate injunctive relief, without showing any actual damages sustained, to prevent such disclosure or unauthorized use. Studer Education will have no obligation to post a bond or other security in connection with obtaining an injunction, specific performance, or other relief.
- User Contributions. The Subscription Services contains 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 Subscription Services. For purposes of this Paragraph 8, “User Contributions” means any messages or other content shared by Client or any Authorized Users other than Studer Education’s proprietary Content. Client is fully responsible for any User Contributions that Client or if applicable, its Authorized Users may share through the Subscription Services or otherwise send to other Subscription Services users, including the legality, reliability, accuracy and appropriateness of such User Contributions.
Based on the design of the Subscription Services, Client and any Authorized Users may share messages and internally circulate Studer Education’s Content using the included community-focused features but may not share or provide access to any external content or materials. Client and its Authorized Users, if any, shall not 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.
- 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 submitted subscription order, his or her successor, or other designee or officer of the party with a copy to Studer Education at: Legal Department, Huron Consulting Group Inc., 550 West Van Buren Street, Chicago, IL 60607.