Huron Studer Education: Subscription Product Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING THESE HURON STUDER EDUCATION-HOSTED SUBSCRIPTION SERVICES. BY USING, ACCESSING, OR VIEWING THE SUBSCRIPTION SERVICES, WHETHER AS AN INDIVIDUAL SUBSCRIBER OR AN AUTHORIZED USER OF AN ORGANIZATIONAL SUBSCRIBER, YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (“TERMS OF USE”). IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CONTINUE YOUR USE OF THE SUBSCRIPTION SERVICES.

These Terms of Use, together with Client’s subscription order, govern your access to and use of the applicable online-hosted subscription offering, such as the 9P Online Learning Platform or the Nine Principles™ Academy, which is reflected on your subscription order and owned and provided by Huron Consulting Services LLC d/b/a Huron Studer Education, as successor-in-interest to The Studer Group, L.L.C. (“Huron Studer Education,” “we” or “our”), and comprise the complete understanding of the parties on the subject matter (the “Agreement”). For purposes of this Agreement, “subscription order” will refer to: (i) for individual subscribers, if applicable, Client’s completed online registration submission, and (ii) for organizational subscribers, the fully executed letter of engagement or other services agreement between the Client and Huron Studer Education that includes access to the Subscription Services (as defined below) (the “Engagement Letter”). In the event of any direct conflict between the Engagement Letter and these Terms of Use with respect to the Subscription Services, then the Engagement Letter shall control.

1. 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, Huron 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.
2. Fees. Client will pay all fees for the Subscription Services in accordance with Client’s subscription order (the “Access Fee”). For individual subscriptions, which require regular payment by credit card, Huron Studer Education will charge Client’s designated credit card upon receipt of the credit card information for the initial subscription order and each subsequent Access Fee due thereafter under the terms of this Agreement. As a general matter, the Access Fee is only refundable and subscriptions are only cancelable pursuant to the terms outlined in Paragraph 3 of these Terms of Use, unless otherwise provided in the Engagement Letter.
3. 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 Huron 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 Huron 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.
   
   Upon termination of the License Term under this Paragraph 3, (a) Huron Studer Education will have no further obligation to provide Client with access to the Subscription Services; and (b) Client and if applicable, its Authorized Users will immediately cease use of the Subscription Services; provided, however, that you may retain copies of and continue to use any Downloadable Content in accordance with the Use Restrictions set forth in Paragraph 6 of these Terms of Use, which survive termination of the License Term and continue to apply for so long as such Downloadable Content is retained.
4. Taxes. Client will also pay, or reimburse Huron 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 Huron Studer Education’s income generally. Client will provide Huron 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 Huron 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 Huron 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.
5. 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. Huron Studer Education will provide commercially reasonable maintenance and technical support for the Subscription Services during normal business hours.
6. Use Restrictions. Client and if applicable, its Authorized Users will not: (a) access or use the Subscription Services, particularly including the hosted offering and all content available on, comprising, or incorporated within the Subscription Services (the “Content”), in order to design, create or build a service or product that is competitive with the Subscription Services, or which uses ideas, features or functions that are similar to the Subscription Services; (b) license, sublicense, sell, resell, resyndicate, transfer, assign, distribute or otherwise commercially exploit, make available to, or share the Subscription Services or included Content with any third party, who is not the Client or a permitted Authorized User under these Terms of Use; or (c) modify or make derivative works based upon the Subscription Services, or directly or indirectly disassemble, decompile, reverse engineer, or otherwise work around the technical limitations in the Subscription Services or any portion thereof. For avoidance of doubt, the parties agree that unless any Content is specifically marked within the Subscription Services as available for downloading and printing (“Downloadable Content”), Client and any permitted Authorized Users, as applicable, will not attempt to download, record, reproduce, or otherwise access such Content outside of the Subscription Services.
   
   Client will be responsible for controlling the access and use of the Subscription Services in accordance with these Terms of Use and with respect to organizational subscribers, for notifying Client’s Authorized Users of the rights and restrictions set forth in these Terms of Use. Anyone authorized to access the Subscription Services under these Terms of Use will be required to create an account with a unique username and password and to login into that account each time he or she wishes to access the Subscription Services. Such user account information should be treated as confidential. Client will immediately notify Huron Studer Education if any unauthorized use is discovered.
   
   Client acknowledges that any unauthorized use or disclosure of the Subscription Services and included Content would cause Huron Studer Education irreparable harm, and therefore, in addition to any other remedy available in law, Huron Studer Education would be entitled to immediate injunctive relief, without showing any actual damages sustained, to prevent such disclosure or unauthorized use. Huron Studer Education will have no obligation to post a bond or other security in connection with obtaining an injunction, specific performance, or other relief.
7. Intellectual Property. The Subscription Services, including without limitation the hosted offering, Content, Huron Studer Education 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 Huron Studer Education 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 Subscription Services, or any Content, that either serve to identify Huron Studer Education 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. Huron Studer Education may, in its sole discretion, change, limit, or discontinue any particular Content that is part of the Subscription Services.
8. 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 Huron 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 Huron 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.
   
   Huron Studer Education does not approve, control, or endorse Client’s or anyone else’s User Contributions, and has no obligation to do so. However, Huron Studer Education reserves the right (but assumes no obligation) to remove or modify User Contributions for any reason or no reason, at Huron Studer Education’s sole discretion, including User Contributions that, in Huron Studer Education’s sole discretion, violates these Terms of Use.
9. Privacy. In using the Subscription Services, Client and its Authorized Users will be subject to Huron Studer Education’s Privacy Statement, located at: www.huronconsultinggroup.com/legal/privacy-statement, as well as the Huron Virtual Events Privacy Terms, located at: https://www.huronconsultinggroup.com/legal/virtual-events.
10. Suspension of Services. Huron Studer Education may suspend your access to the Subscription Services at any time (a) in order to prevent damage to, or degradation of, our network integrity; (b) if you fail 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 us; or (c) you breach these Terms of Use. If suspended and the License Term has not been terminated, Huron Studer Education may restore use of the Subscription Services to the Client after the event giving rise to the suspension has been resolved to our reasonable satisfaction. Any accounts that are restored after suspension due to your failure to pay or other breach of these Terms of Use may be subject to any then-current reactivation fees. This Paragraph 10 does not limit any of our other rights or remedies, whether at law, in equity or under this Agreement.
11. Disclaimer of Warranties. THE SUBSCRIPTION SERVICES AND INCLUDED CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. HURON STUDER EDUCATION 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. HURON STUDER EDUCATION DOES NOT WARRANT THAT THE OPERATION OF THE SUBSCRIPTION SERVICES WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.
12. Limited Liability. CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS, INCLUDING HURON STUDER EDUCATION’S BREACH OF THESE TERMS OF USE, IS TERMINATION OF THIS AGREEMENT AND REFUND OF ANY PREPAID AMOUNTS ATTRIBUTABLE TO YOUR ACCESS TO THE SUBSCRIPTION SERVICES FOLLOWING THE EFFECTIVE DATE OF TERMINATION. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES CAUSED BY YOUR INABILITY TO ACCESS TO THE SUBSCRIPTION SERVICES AS A RESULT OF NETWORK OR SERVER DOWNTIME, TRANSMISSION PROBLEMS OR OTHERWISE. HURON STUDER EDUCATION 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, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
13. 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.
14. 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.
15. Assignment. Huron Studer Education 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 Huron Studer Education, 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.
16. 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.
17. 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 Huron Studer Education at: Legal Department, Huron Consulting Group Inc., 550 West Van Buren Street, Chicago, IL 60607.
18. 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.
19. No Relationship. Nothing in these Terms of Use creates any special relationship between the parties, such as a partnership, joint venture, agency, franchise, advisory, fiduciary, professional or employee/employer relationship. Neither the Subscription Services nor any Content on or accessed through the Subscription Services shall be considered a substitute for your independent investigation and sound technical and business judgment and you should consult with a professional advisor familiar with your particular factual situation for advice or service concerning specific matters.
20. Entire Agreement. These Terms of Use, together with the Client’s subscription order, the above-referenced privacy terms, 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 Subscription Services provided hereunder, superseding all prior agreements and negotiations between the parties and/or affiliates of Huron Studer Education relating to the Subscription 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.
21. Changes to Terms of Use. Huron Studer Education 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 Subscription Services 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 available via the Subscription Services. By continuing to use the Subscription Services after changes are made, Client and its Authorized Users signify their agreement to the updated Terms of Use.