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Master Services Agreement

2017 Schedule E - Content







1.1 Subscription Services means access to Content.



2.1 Content License. Client is granted a limited, revocable, prepaid license to distribute the Content to Client’s Users through a third-party learning management system. The Content will be stored on Company’s servers and will be accessed by Client solely for the purposes allowed under the Agreement.



3.1 Company shall have and retain all rights, title and interest in and to the Courses and shall retain the right to practice, use, license and disclose the Courses in its complete discretion along with any other technology Company develops. Neither Client nor Client’s affiliates, employees, agents or any parties to whom disclosures are made shall receive or have any rights of ownership, inventorship, authorship, rights in patents or patent applications, copyrights, trademark and service mark rights, rights in trade secret and proprietary information, rights of attribution and integrity or other moral rights, or any other intellectual property rights of any type to the Courses



4.1 Client’s Confidentiality Obligations. Client shall take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of the Confidential Information of Company. Client shall receive the Confidential Information of Company only for the purposes set forth in this Agreement. Except in connection with such purposes, Client shall not use the Confidential Information of Company for the benefit of any third party, or to the detriment of Company, without prior written approval of Company in each instance.

4.2 Equitable Relief. Client hereby acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm and significant injury to Company in an amount that may be difficult to ascertain. Accordingly, Client agrees that Company will have the right to obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.



5.1 Effect of Termination. Client may retain the Courses, or documents related to the Courses, as required for regulatory or accreditation purposes, but strictly for archive purposes and provided that an officer of the Client certifies in writing to Company that no individual or entity under Client’s control or direction is able to access or otherwise utilize the Courses as of termination or in the future.



6.1 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.