INNOSIGHT DIGITAL PLATFORM
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.
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.
- 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.
Innosight may, in its sole discretion, change, limit, or discontinue any particular Content that is part of the Innosight Digital Platform.
- Fees. Fees and applicable taxes, if any, for use of the Innosight Digital Platform are set forth in the Services Agreement.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.