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Master Services Agreement

2017 Schedule A - Learning






1.1 Administrative Site means the main Site that is designated for administrative functions related to a group of Sub-Portals in an Enterprise System. The Administrative Site will have administrative capabilities over every Sub-Portal in the Enterprise System, including the ability to run reports, assign Content, and designate other Administrators.

1.2 Client’s Enterprise System means a specific configuration of the Services that provides for an Administrative Site linked to additional Sub-Portals.

1.3 Client Organization means an organization that has a corporate or contractual relationship with or is a member of Client. Client may specify Client Organizations that will receive Subscription Services through a Sub-Portal to this Agreement in an attached Exhibit. The addition of Sub-Portals shall require the execution of an amendment to this Agreement.

1.4 Documentation means the LMS User instructions, release notes, and online help files in the form generally made available by Company to its Clients, as updated from time to time by Company.

1.5 LMS means Company’s proprietary learning management system and other software access provided in connection with Subscription Services, including the Documentation, modifications, enhancements and new versions thereof.

1.6 Site Administrator means the Administrator in the Administrative Site. The level of access for the Site Administrator will be determined during implementation.

1.7 Subscription Services means access to the LMS and Content through the Site for Client’s internal training purposes.

1.8 Sub-Portals means an individual Site that is included in an Enterprise System that has a direct relationship with other sub-portals and the Administrative Site.

1.9 Sub-Portal Administrator means a User who has been authorized by Client or Client’s Site Administrator to have access to all administrative functionality within the individual Sub-Portal.



2.1 No Protected Health Information. Client will not provide Company with access to any Protected Health Information (as defined in 45 CFR § 160.103, PHI). Company reserves the right not to accept access to Client Data that contains PHI. Client represents and warrants that: (i) Client has the right and authority necessary to provide the Client Data to Company as provided hereunder, (ii) that Client will disclose to Company only such Client Data as Client is authorized to disclose to Company, and (iii) such disclosure will be provided at all times in compliance with all applicable law, including, to the extent applicable, with the Health Insurance Portability and Accountability Act of 1996, Public Law 104 191 and regulations promulgated thereunder by the U.S. Department of Health and Human Services, each as amended from time to time (HIPAA). The parties acknowledge that, under the terms of this Agreement, Company does not collect or possess Protected Health Information, as defined in 45 C.F.R. § 160.103, and that Company shall not be required to execute a Business Associate Agreement or similar agreement. Client warrants and represents that it shall not upload in any of the Subscription Services or otherwise provide Company or its suppliers access to any such Protected Health Information.



3.1 Modified Content; Client Content. Certain Users designated by Client may have authority to modify portions of the Content to meet certain of Client’s needs or requirements (Modified Content) or to create unique content to meet certain of Client’s needs or requirements (Client Content). In the case of Modified Content, Client shall own the specific modifications made by authorized Users (but not the underlying Content). In the case of Client Content, as between Company and Client, Client shall own the Client Content created or uploaded by authorized Users. Client shall be solely responsible for the accuracy, quality, integrity and legality of data, Client Data, Modified Content, and Client Content uploaded in the LMS by Client.

3.2 De-Identified Data. Client acknowledges and agrees that Company has the unrestricted right to use the Client’s de-identified data for any purpose, in accordance with applicable law, including but not limited to quality assessment and improvements to the Subscription Services.



4.1 LMS Limited Warranty. Company warrants that the LMS will operate in all material respects in conformity with the functional specifications described in the Documentation. If the LMS does not perform as warranted and there is a material failure of the LMS to conform to its functional specifications described in the Documentation that is reported by the Client to, and replicable by, Company (Errors), Company shall use commercially reasonable efforts to correct Errors. As Client's exclusive remedy for any claim under this warranty, Client shall promptly notify Company in writing of its claim. Provided that such claim is reasonably determined by Company to be Company’s responsibility, Company shall, within thirty (30) days of its receipt of Client's written notice, (i) correct such Error; (ii) provide Client with a plan reasonably acceptable to Client for correcting the Error; or (iii) if neither (i) nor (ii) can be accomplished with reasonable commercial efforts from Company, then Company or Client may terminate the affected Subscription Services, and Client will be entitled to a refund of the pre-paid portion of the fees paid for the affected Subscription Services. The preceding warranty cure shall constitute Company’s entire liability and Client's exclusive remedy for cure of the warranty set forth herein in this Section 4.1of Schedule A. If Client elects not to terminate the Subscription Services, Client waives all rights for the applicable warranty cure set forth herein. Company is not responsible for any claimed breach of any warranty set forth in this section caused by: (i) modifications made to the LMS by anyone other than Company; (ii) Company’s adherence to Client’s specifications or instructions; (iii) Errors caused by or related to Internet connections; (iv) Client deviating from the LMS operating procedures described in the Documentation; (v) discrepancies that do not significantly impair or affect the operation of the Subscription Service; or (vi) any systems or programs not supplied by Company.

4.2 Links. The Subscription Services may include links to third-party Internet sites or other resources provided by third parties. Because Company has no control over such sites and resources, Client acknowledges and agrees that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Client further acknowledges and agrees that Company shall not be responsible or liable, directly or indirectly, from any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such third-party site or resource.



5.1 Indemnification for Modified/Client Content. Client shall indemnify and hold Company, its affiliates, suppliers, data center, employees and officers (Company Indemnified Party) harmless from and against all liability, claims, damages, fines, losses, expenses (including reasonable attorney's fees and court costs, and the cost of enforcing this indemnity) suffered or incurred by Company or any Company Indemnified Party arising out of, or in connection with any use or reliance by Client or any User of any Content, Modified Content, or Client Content, including all third-party claims, causes of action, suits, and legal proceedings asserted against Company or a Company Indemnified Party arising out of, or relating to, the use of or reliance by Client or any User on any Content, Modified Content, or Client Content.