INNOSIGHT DIGITAL PLATFORM

TERMS OF USE

These Terms of Use, as updated by Innosight from time to time and posted online, set forth additional terms and conditions that govern your access to, and use of the Innosight Digital Platform as included in the services agreement entered into by and between you and Innosight Consulting, L.L.C. (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 Innosight.

1.2. “Authorized Users” will mean all employees of Client and such other members of Client’s workforce who have customized logins that are consistent with the scope limitations set forth in the Services Agreement.

1.3. “Content” will mean all content available on, comprising, or incorporated within the Innosight Digital Platform including but not limited to any included text, photographs, images, graphics, audio clips, videos, educational modules, courses, handouts, webinars, presentation slide decks, and any compilation or arrangement thereof.

1.4. “License Term” will mean each successive period of access to the Innosight Digital Platform as identified in the Services Agreement.

1.5.  “Innosight Digital Platform” will mean the Innosight-hosted online platform.

1.6. “Innosight” will mean Innosight Consulting L.L.C., as the content owner and provider of the Innosight Digital Platform.

  1. Authorized Use of Innosight Digital Platform. Client and its Authorized Users may use the Innosight Digital Platform only as permitted by these Terms of Use. Subject to Client’s timely payment of all applicable fees, Innosight hereby grants to Client and its Authorized Users a non-exclusive, non-transferable, right and license to access and use the Innosight Digital Platform for the License Term, for Client’s internal business purpose. To the extent any portion of the Innosight Digital Platform are is classified as “software,” such software will be deemed to be 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 this Agreement.
  2. Use Restrictions. Client and its Authorized Users will not: (a) access or use the Innosight Digital Platform or its Content in order to design, create or build a service or product that is competitive with Innosight or its digital platform , or which uses ideas, features or functions that are similar to the Innosight Digital 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 Innosight Digital Platform, or any of the included Content; (c) modify or make derivative works based upon the Innosight Digital Platform, or any Content, or directly or indirectly disassemble, decompile, reverse engineer, or otherwise work around the technical limitations in the Innosight Digital Platform or any portion thereof.

Client will be responsible for controlling the access and use of the Innosight Digital Platform by its Authorized Users and for notifying its Authorized Users of the rights and restrictions set forth in these Terms of Use.  Each Authorized User will be required to create an account with a unique username and password and to log into that account each time he or she wishes to access the Innosight Digital Platform. Such user account information should be treated as confidential and should not be shared.  Client and its Authorized Users will immediately notify Innosight if any unauthorized use is discovered.

Client acknowledges that any unauthorized use or disclosure of the Innosight Digital Platform or any Content would cause Innosight irreparable harm, and therefore, in addition to any other remedy available in law, Innosight would be entitled to immediate injunctive relief, without showing any actual damages sustained, to prevent such disclosure or unauthorized use.  Innosight shall have no obligation to post a bond or other security in connection with obtaining an injunction, specific performance, or other relief.

  1. Suspension of Access to Innosight Digital Platform. Innosight may suspend Client’s access to the Innosight Digital Platform at any time (a) in order to prevent damage to, or degradation of, Innosight’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 Innosight; or (c) Client has breached these Terms of Use in a way that affects Innosight’s provision of the Innosight Digital Platform or infringes on Innosight’s intellectual property rights. If suspended, Innosight will promptly restore use of the Innosight Digital Platform to the Client after the event giving rise to the suspension has been resolved to Innosight’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.
  2. Innosight Data. Client agrees that Innosight may (a) collect data and metrics arising out of Client’s and its Authorized Users’ use of the Innosight Digital Platform, and (b) aggregate and analyze any metrics and data so collected (collectively, the “Innosight Data”). Innosight agrees that it shall not use the Innosight Data in a way that identifies Client or any Authorized User as the source of any data included in the Innosight Data. Provided Innosight complies with the immediately preceding sentence, Client agrees that the Innosight Data does not constitute the Confidential Information of Client and that Innosight may provide the Innosight Data to third parties.  Client agrees that Innosight may use, reproduce, distribute and prepare derivative works from the Client Content solely as incorporated in the Innosight Data.
  3. Intellectual Property. The Innosight Digital Platform, the Content, the Innosight 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 Innosight 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 Innosight Digital Platform or any Content, that either serve to identify Innosight 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.

Innosight may, in its sole discretion, change, limit, or discontinue any particular Content that is part of the Innosight Digital Platform.

  1. Privacy. In using the Innosight Digital Platform, Client and its Authorized Users will be subject to Innosight’s Privacy Policy, located at: www.huronconsultinggroup.com/legal/privacy-policy.
  2. Fees. Fees and applicable taxes, if any, for use of the Innosight Digital Platform are set forth in the Services Agreement.
  3. 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 Innosight Digital Platform and Content, excluding taxes on Innosight’s income generally.  Client will provide Innosight 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 Innosight’s payment, then the amount payable by Client upon which the withholding is based shall be paid to Innosight 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 Innosight with official tax certificates documenting remittance of the taxes, Client shall pay to Innosight 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 Innosight’s corporation income tax.

  1. Equipment and Technical Support. The parties acknowledge and agree that the Innosight Digital 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 included Innosight Digital Platform, and Innosight will be responsible for providing commercially reasonable maintenance to and technical support for the Innosight Digital Platform during normal business hours.
  2. License Term; Termination. The Services Agreement outlines the length of the period of access to the Innosight Digital Platform.

Unless otherwise set forth in the Services Agreement, the Innosight Digital Platform will be deemed non-cancelable during the then-current period of access.  Accordingly, the License Term will continue until terminated in accordance with this Paragraph 11, surviving the earlier expiration or termination of the Term of the Services Agreement, if applicable.

Upon termination of the License Term under this Paragraph 11, Client and its Authorized Users will immediately cease use of the Innosight Digital Platform; provided, however, that Client and its Authorized Users may retain copies of and continue to use any Content in accordance with the Use Restrictions set forth in these Terms of Use, which will survive termination of the Agreement and continue to apply for so long as such Content is retained

  1. Disclaimer of Warranties. THE INNOSIGHT DIGITAL PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. INNOSIGHT EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, 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.  INNOSIGHT DOES NOT WARRANT THAT THE OPERATION OF THE INNOSIGHT DIGITAL PLATFORM WILL BE COMPLETELY SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ALL ERRORS WILL BE CORRECTED.
  2. Limited Liability. THE LIABILITY OF INNOSIGHT FOR ANY TYPE OF DAMAGES FOR ANY AND ALL CLAIMS, IN AGGREGATE, IS LIMITED TO THE AMOUNT OF INNOSIGHT’S FEES FOR THE LAST 12 MONTHS OF ACCESS TO THE INNOSIGHT DIGITAL PLATFORM FROM WHICH THE CAUSE OF ACTION AROSE.

INNOSIGHT 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.

  1. Scope and Accuracy of Information. In making the Innosight Digital Platform available, no client, advisory, fiduciary or professional relationship is implicated or established and neither Innosight nor any other person is, in connection with the Innosight Digital Platform, engaged in rendering auditing, accounting, tax, legal, advisory, consulting or other professional services or advice. Neither the included Innosight Digital Platform nor any Content included therein shall be considered a substitute for the independent investigations and the sound technical and business judgment of the user of the Innosight Digital 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.
  2. 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.
  3. 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.
  4. Innosight 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 Innosight, 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.
  5. 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.
  6. 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 Client at the address set forth in the engagement letter, and to Innosight at 92 Hayden Avenue, Lexington MA 02421, Attn: Agreements, with a copy at: Legal Department, Huron Consulting Group Inc., 550 West Van Buren Street, Chicago, IL  60607.
  7. 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.
  8. 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.
  9. Entire Agreement, Order of Precedence. These Terms of Use, together with the corresponding Services Agreement, Statement of Work, and any attachments thereto, constitute the entire understanding between the parties with respect to any included Innosight Digital Platform, superseding all prior agreements and negotiations between the parties. Should any ambiguity or inconsistency exist in any portion of these Terms of Use, when read with the corresponding Services Agreement, Statement of Work, and attachments, the following precedence of documents shall apply to eliminate any such ambiguity or inconsistency with respect to the Innosight Digital Platform: (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 Services Agreement.
  10. Changes to Terms of Use. Innosight 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 Innosight Digital Platform that the terms have been “updated” or a similar message.