Terms of Service for Hosted Professional Development

Effective June 1, 2016

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These Terms of Service (“Terms”), together with any Order for the Data Services, contain the service terms that apply to any and all hosted professional development or educational training and related services (collectively, “PD Services”) provided by IO Education, LLC (“IO”) to the client identified in such Order (“Client”), including the CaseNex PD by IO Education product. Such terms are in addition to, and not in lieu of, the Master Services Agreement (including the General Terms referenced therein) in effect between IO and Client (“MSA”). Capitalized terms used and not otherwise defined herein shall have the same meanings given for those terms in the MSA.

1. Definitions.

1.1. “IO Content” means all training curriculum, video and audio recordings, written and electronic materials and other content included in an IO Course.

1.2. “IO Course” means an online professional development or similar educational training course of instruction with respect to a specific subject offered by IO.

2. Provision of Services.

2.1. Agreement to Provide Services. Subject to the terms and conditions of this Agreement, by its execution or acceptance of an Order for the PD Services, IO agrees to provide Client the specific PD Services set forth on the Order(s), which PD Services include, at a minimum, access, via the Internet, to the IO Courses described in the Order and the IO Content included therein and technical support with respect to such access as described in Section 2.6, below. The PD Services may also include one or more of the following (each as more specifically described on the applicable Order(s)): (i) live or rebroadcast instruction or proctoring with respect to one or more of the subscribed IO Courses, which may be provided via web-cast or similar remote means; (ii) training and instructional support services for Client’s in-house instructors with respect to one or more of the subscribed IO Courses; (iii) registration or other set-up or implementation services with respect to one or more of the subscribed IO Services; or (iv) other similar professional or consulting services ancillary to Client’s subscription to the IO Courses.

2.2. License Grant. Subject to the terms and conditions of this Agreement, IO grants to Client, during the Service Term of an Order for the PD Services, a limited, nontransferable, nonexclusive license for Client and its employees (who shall be the only authorized “End Users” of the PD Services for purposes of these Terms) to access over the Internet and use the IO Courses (including the IO content set forth therein) solely to support Client’s normal course of business.

2.3. Restrictions on Use. Client and its End Users may not (i) use, license, sell, redistribute, lease or otherwise transfer or assign the IO Courses, IO Content or any component thereof, except as expressly permitted herein; (ii) alter or permit a third party to alter any part of the IO Courses or IO Content; (iii) use or permit the use of the IO Courses or IO Data for any unlawful purpose; or (iv) permit any third party (other than an End User hereunder) to access or use the IO Courses or IO Content.

2.4. Customizations and Enhancements. From time to time, IO may make enhancements or customizations to the IO Courses and IO Content. Any intellectual property created in the course of performing the PD Services, whether by IO alone or jointly with Client, shall be and remain the exclusive property of IO, and Client assigns any of its rights, interest or title in or to the same to IO.

2.5. Implementation and Training Services. IO will use commercially reasonable efforts to complete all implementation and training services ordered by Client consistent with an implementation schedule to be agreed to by Client and IO. Client acknowledges that the IO Courses may not be available for use (in whole or in part) by Client or its End Users until such implementation or instruction has been completed.

2.6. Client Support. IO will provide Client and its End Users with reasonable technical assistance by phone and email or other Internet-based communication with respect to the access and use of the IO Courses. IO will respond to Client within a reasonable period of time from a request placed by Client during IO’s normal support hours, 8 a.m. to 8 p.m., Eastern Standard/Daylight Time, Monday through Friday, holidays excepted; such hours are subject to change without notice. IO may also provide support and technical assistance or reference guides to End Users online via the PD Services or at such other locations as IO may elect, in its sole discretion.

3. Configuration of Services.

3.1. Modification of Content. IO may from time to time update the materials included in the IO Content and any other aspects of or relating to the PD Services in its sole discretion, provided that such changes do not materially adversely affect the functionality of the PD Services.

3.2. Transmission of Data. IO does not make any guarantee or warranty as to the quality of transmission of data over telephone, digital subscriber lines or any other method of Internet delivery, including, without limitation, server downtimes or other network related problems except as described in Section 5, below.

4. Client Requirements.

4.1. Client Equipment. IO may establish, from time to time, minimum browser system requirements set forth at www.IOeducation.com/requirements, or such other URL as specified by IO from time to time (the “System Requirements”), for the equipment from which the IO Courses should be accessed so that all included functionalities are operational. Client may be required to purchase software, hardware or services (such as Internet access services) in order to utilize the PD Services or satisfy the System Requirements, as may be amended by Provider from time to time. Client shall be solely responsible for all such software, hardware and services.

4.2. Access Credentials. Client is responsible for maintaining the confidentiality of all usernames, passwords and related information (collectively, “Access Credentials”) assigned to or connected with its subscription. Client will not permit the sharing of Access Credentials and related information by its End Users. If an End User leaves the employ of Client or transfers to an unrelated position in Client’s employ, Client may designate a replacement End User without charge.

5. Limited Warranty.

IO warrants that it will use commercially reasonable efforts to provide the PD Services to Client, provided that: (i) Client and all End Users have used equipment, settings and software that meet the System Requirements and have not otherwise used any equipment or software that adversely affects the Services; and (ii) Client has paid all amounts due under this Agreement and is not in default of any provision of this Agreement. CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY CONTAINED IN THIS SECTION 5 IS REDELIVERY OF THE IO COURSE OR REPERFORMANCE OF THE PD SERVICES, AS APPLICABLE.

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