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Legal Terms & Policies

College Terms of Service

 

Last Updated: April 9, 2021

Welcome to Scoir! Please read the following terms of service (this “Agreement”) carefully as they contain the legal terms and conditions of your access to and use of the Services (defined below) provided by Scoir, Inc. (“Scoir”). The term “Customer” as used herein means the institution of higher education that utilizes or intends to utilize the Services. By your acceptance of this Agreement, either by your online digital indication of Customer’s acceptance or by your execution of an Order Form that references this Agreement, you acknowledge that you have read, understand, and agree to the terms of this Agreement and you represent that you have the authority to bind your institution to this Agreement. If you do not agree with these terms and conditions, you must not accept this Agreement and Customer must not use the Services.

Scoir may, from time to time, propose modifications to these terms of service. Any proposed modification to this Agreement will be prominently displayed to Customer on the Website and Customer will have an option to either “accept” or “decline” the modification. If Customer does not accept the modifications, the previous version of these terms of service shall remain in force through the duration of the Term.

1. DEFINITIONS. Capitalized terms defined herein shall have the meanings ascribed to them, including the following terms, which shall have the following meanings:

Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Customer Information” means all publicly available and non-confidential institutional content, data, materials, and information that Customer provides, posts, uploads, inputs, or submits for incorporation into the Website and which is accessible by some or all Users through the Services. Customer Information excludes “Personally Identifiable Information” and “Student Records,” as defined below.

Intellectual Property Rights” means any patent, trademark, trade secret, service mark, copyright, moral right, right in design, know-how and any other intellectual or industrial property rights anywhere in the world whether or not registered.

Invitee” means any User who is authorized by Customer to use the Services, or any portion thereof, for Customer’s benefit and for whom Customer has provisioned the Services. Invitees may include, without limitation, Customer’s or its Affiliate’s employees, representatives, consultants, contractors, or agents.

Order Form” means an ordering document or online order entered into between Customer and Scoir that identifies Customer and specifies the Term (as defined herein), the scope of Services to be provided hereunder, and the fees payable by Customer for the Services.

Personally Identifiable Information” means information, either alone or combined with other linked or linkable information, that is reasonably capable of being used to distinguish or trace the identity of an individual to a reasonable certainty.

Scoir Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporate into the Website by Scoir and accessible by all Users.

Services” means the student engagement and enrollment services, as further described in Section 2.1, which are developed, operated, and maintained by Scoir and to which Customer has subscribed under an Order Form.

Student Records” means all data and records that directly relate to a student or prospective student and that are maintained by an educational agency or institution, or a party acting for or on behalf of the agency or institution, including but not limited to grades, transcripts, standardized test scores, class lists, discipline files, progress reports, evaluations, and letters of recommendation.

Term” means the period of time during which this Agreement govern the relationship between Scoir and Customer with respect to the Services, as further defined in Section 7.1.

User” means any person or entity who creates a user account on the Website. Users include, but are not limited to, Customer and Invitees.

User-Generated Content” means materials or content inputted into the Website by a User and which is accessible by some or all Users through the Services.

Website” means the website available at https://app.scoir.com and any subdomain thereof.

2. USE OF THE SERVICES

2.1. Description of Services. The Services provided by Scoir via the Website are intended to aid institutions of higher education in reaching and engaging with high school students to counsel them in their post-secondary pursuits and guide them through the college application process. The Services allow the Customer to, among other things: (i) maintain and publish to the Website a school profile containing content and data about its admissions process, student body enrollment, academic programs, student services, financial aid practices, and other non-confidential institutional information; (ii) schedule and promote information sessions and high school visits to attract and connect with prospective applicants; (iii) receive application-related materials from high schools; (iv) directly engage with high school counselors, and prospective applicants and their parents; and (v) access data to measure the effectiveness of initiatives related thereto.

2.2. Customer Use. Subject to the terms and conditions of this Agreement, Scoir grants Customer the non-exclusive, non-transferrable, non-sublicensable, worldwide right to access and use, and to grant Invitees access to use, the Services for Customer’s own lawful and legitimate business or organizational purposes.

2.3. Use by Invitees. Customer acknowledges and agrees that it is solely responsible for (i) determining who is an Invitee; (ii) requiring each Invitee’s proper use of the Services; and (iii) controlling each Invitee’s level of access to relevant portions of the Services.

3. SCOIR’S RESPONSIBILITIES

3.1. Provision of Services. Subject to the terms of this Agreement, Scoir will make the Services available to Customer as more particularly described in any applicable Order Form. Each Order Form will (i) reference this Agreement, (ii) be incorporated by reference into this Agreement, and (iii) be subject to the terms and conditions of this Agreement.

3.2. Accuracy of Information. Scoir may, but is not obligated to, monitor or review User-Generated Content and Customer Information to ensure that it is not inappropriate, erroneous, defamatory, libelous, slanderous, obscene, or profane. If Scoir deems, at its sole discretion, any such User-Generated Content and Customer Information inappropriate, Scoir may remove such User-Generated Content and Customer Information from the Website, provided that Scoir promptly notifies Customer of any removal of its Customer Information. Notwithstanding the foregoing, Scoir will not be liable for the accuracy or appropriateness of any User-Generated Content, Customer Information, and Student Records. In addition, certain portions of the Services may enable Users to post reviews, make recommendations, or provide ratings. No review, recommendation, or rating provided within the Services shall be deemed to be either an endorsement by Scoir or an accurate statement of quality, competency, experience or qualification pertaining to the subject matter thereof.

3.3. Technical Support. Scoir will provide Customer and its Invitees with technical support services reasonably necessary to ensure their continuous and optimal use of the Services offered hereunder.

3.4. FERPA Compliance. In the event that an educational agency or institution uploads or inputs into the Website any Student Records protected by The Family Educational Rights and Privacy Act of 1974 (FERPA), Scoir shall ensure, where applicable, that such educational agency or institution designates Scoir as a “School Official” pursuant to 34 CFR §99.31(a)(1)(i)(B) and that, in providing the Services, Scoir has a "legitimate educational interest" pursuant to 34 CFR §99.7(a)(3)(iii).

3.5. Data Practices and Machine Learning. Scoir may monitor use of the Services by all of our Users and customers and use the information gathered in an aggregate and anonymized manner for machine learning and other purposes designed to improve the Services.

3.6. Accessibility. Scoir shall use reasonable efforts to ensure that the Services maintain, at all times during the Term, compliance with all applicable federal and state laws and regulations providing for equally effective and substantially equivalent ease of use for persons with disabilities, including but not limited to those set forth in the Americans with Disabilities Act (ADA). The Web Content Accessibility Guidelines (WCAG) 2.0 Level AA shall be used to evaluate conformance of the Services with this Section 3.6.

3.7. Insurance.Without limiting Scoir’s liability hereunder, Scoir shall, at its sole cost and expense, procure from a national insurance company having an A.M. Best Company financial strength rating of at least “A” and maintain throughout the Term the following or equivalent insurance policies with limits no less than:

(a) Commercial general liability of $1,000,000 per occurrence and $2,000,000 aggregate;

(b) Professional liability of $1,000,000 per occurrence and $1,000,000 aggregate; and

(c) Data breach liability of $1,000,000 per occurrence and $1,000,000 aggregate.

Scoir further agrees to provide, upon request, Customer with copies of current and valid certificates of insurance evidencing Scoir’s compliance with the above insurance requirements.

3.8. Equal Opportunity. Scoir warrants that, in compliance with Titles VI and VII of the Civil Rights Act of 1964 and other federal laws and regulations, it does not and, during the continuance of this Agreement, shall not discriminate on the basis of race, ethnicity, national origin, sex, gender, age, religion, disability, or veteran status in any of its policies, practices, or procedures.

4. CUSTOMER’S RESPONSIBILITIES

4.1. Access Control. Customer shall take reasonable precautions to require its Invitees to secure usernames, passwords, and any other means of gaining access to the Services. Without limiting the foregoing, Customer agrees to not require Invitees to disclose their passwords and will promptly revoke any Invitee’s access to the Services following the termination of such Invitee’s employment or engagement by Customer. Customer will promptly notify Scoir of any suspected unauthorized access to, or use of, the Services known to Customer.

4.2. Customer Information. Customer is responsible for any consents, notices, and permissions required for Scoir to receive and use Customer Information. Customer is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of Customer Information.

4.3. Student Records. If Customer elects to receive Student Records via the Services, Customer acknowledges that the disclosure of Student Records, including all Personally Identifiable Information contained therein, is related to a User’s application for enrollment pursuant to 34 CFR §99.31(a)(2). Customer represents and warrants that Customer and, if Customer provides any third-party access to Student Records, each of its designees will comply fully with the provisions of 34 CFR §99, to the extend applicable, in storing and safeguarding all Student Records it receives via the Services.

4.4. Restrictions of Use. When using the Services, Customer represents and warrants that it will not (and will use reasonable efforts to prohibit any Invitee to):

(a) attempt to gain unauthorized access to any Personally Identifiable Information of a User;

(b) attempt to undermine the security or integrity of the Website and the Services, and, where the Services are hosted by a third party, that third party's computing systems and networks;

(c) use, or misuse, the Services in any way which may impair or degrade the functionality of the Services or Website, or other systems used to deliver the Services, or impair or degrade the ability of any other User to use the Services or Website;

(d) attempt to gain unauthorized access to any portions of the Services other than those expressly provisioned pursuant to a valid Order Form;

(e) transmit via, or input into, the Website, anything that directly or indirectly (i) knowingly contains any viruses, worms or other malicious computer programming codes intended or likely to damage Scoir’s or any User’s system or data; (ii) may reasonably be deemed to be offensive to a preponderance of Users; (iii) is deceptive, defamatory, obscene, pornographic or unlawful; or (iv) infringes or misappropriates any Intellectual Property Rights or otherwise violates the rights of a third party;

(f) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Services for the benefit of any unauthorized third party;

(g) access or use the Services to build a similar or competitive product or service; or

(h) attempt to modify, copy, adapt, create derivative works of, reproduce, disassemble, decompile or reverse engineer the Services or any computer programs used to deliver the Services or to operate the Website.

4.5. Communications. If Customer uses any communication tools available through the Website (such as a forum, chat room, or message center), Customer agrees only to use such communication tools for lawful, appropriate, and legitimate purposes. Customer must not use any such communication tool for posting or disseminating any material that is defamatory, libelous, or unrelated to the use of the Services.

5. FEES AND PAYMENTS

5.1. Subscription Fees. In consideration for the access rights granted to Customer and the Services made available by Scoir under this Agreement, Customer will pay to Scoir the fees set forth in the Order Form in accordance with the fee schedule set forth therein. Unless otherwise provided for in an Order Form, all fees are due and payable within thirty (30) days of the date of the invoice. All fees paid are non-refundable except as otherwise provided for herein. Customer agrees to provide Scoir with complete, accurate, and current billing and contact information at all times.

5.2. Non-Payment. If Customer fails to pay amounts due under Section 5.1, Scoir’s sole recourses are to suspend Services pursuant to Section 6.2 and to terminate this Agreement pursuant to Section 7.2. Notwithstanding the foregoing, if any Customer payment is dishonored or returned because it cannot be processed by a bank, Scoir reserves the right to charge Customer any bank fees or charges for return items that Scoir incurs.

5.3. Taxes. The fees are exclusive of taxes, which Scoir will charge as applicable. Customer agrees to pay any taxes applicable to its use of the Services. Customer shall have no liability for any taxes based upon Scoir’s gross revenues or net income.

(a) If Customer is a tax-exempt organization, Customer agrees to provide Scoir with a valid and accurate certificate of sales tax exemption.

5.4. Payment by Credit Card. If paying by credit card, Customer authorizes Scoir to charge its credit card or bank account for all fees payable. Customer further authorize Scoir to use a third party to process payments for fees payable, and consent to the disclosure of payment information to such third party as required to process such payments.

6. SERVICE SUSPENSIONS

6.1. Suspension for Prohibited Acts. Scoir may suspend any User’s access to any or all Services without notice for use of the Services in a manner that Scoir deems, at its reasonable and sole discretion, to: (i) violate applicable local, state, or federal laws or regulations; or (ii) violate any restrictions of use contained in Section 4.4. If Scoir suspends a User’s access pursuant to this Section 6.1, Scoir shall, as soon as commercially practical, provide Customer written notice describing the violation and, for violations capable of being resolved, Scoir shall endeavor to restore said User’s access promptly after the cause of the violation has been resolved.

6.2. Suspension for Non-Payment. In the event that any fees due and payable hereunder remain unpaid for a period of fourteen (14) days or more after the due date specified on the corresponding invoice, Scoir may suspend Customer’s (and its Invitees’) access to any or all of the Services until such amounts are paid in full. Scoir will notify Customer at least seven (7) days before suspension.

6.3. Suspension for Present Harm. If Customer’s website or use of the Service is (i) being subjected to denial-of-service attacks or other disruptive activity; (ii) being used to engage in denial-of-service attacks or other disruptive activity; (iii) creating a security vulnerability for the Services or others; (iv) consuming excessive bandwidth; or (v) causing harm to Scoir or any Users, then Scoir may, with written electronic and telephonic notice to Customer, suspend all or any access to the Service. Scoir will try to limit the suspension to the affected portion of the Services and promptly resolve the issues causing the suspension.

7. TERM; TERMINATION

7.1. Term. The Term shall begin on the date of Customer’s acceptance hereof and shall continue for the period of time set forth in the Order Form unless terminated sooner as permitted herein. This Agreement shall not automatically renew at the end of the Term.

7.2. Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and such breach, if capable of being cured, is not cured within thirty (30) days of receiving written notice of such breach from the other party.

7.3. Post-Termination Rights. Upon any termination of this Agreement, all licenses, rights, and permissions granted to Customer hereunder will immediately terminate. If this Agreement is terminated by Customer pursuant to Section 7.2, Scoir will promptly refund Customer any prepaid fees relating to Customer’s access and use of the Services after the effective date of termination. Within thirty (30) days after the effective date of termination of this Agreement, Scoir shall delete and permanently erase from the Website all Customer Information that it is not legally required to maintain and, upon written request from Customer, provide Customer with written certification of such deletion. Scoir shall not be liable for any costs, losses, damages, or liabilities arising out of or related to termination of this Agreement.

7.4. Surviving Provisions. Section 4.3 (Student Records), Section 5 (Fees and Payments), Section 7.3 (Post-Termination Rights), Section 7.4 (Surviving Provisions), Section 8 (Proprietary Rights), Section 9 (Disclaimers; Limitation of Liability) and Sections 11.2 to 11.4, 11.8 to 11.17 (General Provisions) will survive any termination or expiration of this Agreement.

8. PROPRIETARY RIGHTS

8.1. Scoir Ownership. Scoir, or its licensors, owns all worldwide right, title, and interest (including all Intellectual Property Rights) in and to the Website, Services, Scoir Content, and software applications used to provide the Services. This Agreement does not convey any proprietary interest in or to any of Scoir’s Intellectual Property Rights or rights of entitlement to the use thereof except as expressly set forth herein.

8.2. Customer Ownership. Customer owns all worldwide right, title, and interest (including all Intellectual Property Rights) in and to the Customer Information. Customer hereby grants Scoir a non-exclusive, limited license to, during the Term, use, copy, transmit, store, and back-up Customer Information for the purpose of providing the Services to Customer and as otherwise permitted by this Agreement.

8.3. User Feedback. Any feedback, comments and suggestions Customer or Invitees may provide for improvements to the Services shall be deemed to have been given voluntarily and Scoir will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such feedback as Scoir sees fit, entirely without obligation or restriction of any kind.

9. INDEMNIFICATION

9.1. Infringement Indemnification. Scoir shall indemnify, defend, protect, and hold harmless Customer, its affiliates, officers, directors, and employees, from and against any and all damages awarded by a court, arbitration, or settlement, including associated penalties, fines, and expenses arising out of or incurred by the Customer as a result of any actual or threatened claim alleging that the licensing, use, or other exploitation of the Services by Customer in accordance with the rights granted hereunder constitutes, under applicable laws of any jurisdiction within the United States of America, an infringement, dilution, or unauthorized use of any patent, copyright, trademark, or trade secret of any third-party. In the event that (i) some or all of the Services is held by a court of competent jurisdiction to infringe; (ii) an injunction is obtained against use of any material portion of the Services; or (iii) Customer believes in its good faith judgment that the Services is infringing, then Scoir shall promptly, at its sole option and expense, (a) procure for Customer the right to continue to use the infringing Services; (b) replace or modify the infringing Services to make its use non-infringing while being capable of performing essentially the same functions; or (c) require Customer to return or remove the infringing Services and cancel all rights thereto. If Scoir implements option (iii) above, then Customer may, at its option, terminate this Agreement and be entitled to recover all amounts paid by Customer during the Term that directly relate to the infringing Services.

9.2. Exclusions. Notwithstanding the foregoing, Scoir will have no obligation under this Section 9 or otherwise with respect to any infringement claim based upon (i) any use of the Services not in accordance with this Agreement; (ii) any use of the Services in combination with other products, equipment, software or data not supplied by Scoir; or (iii) any modification of the Services by any person other than Scoir or its authorized agents.

9.3. Obligations. Scoir’s indemnifying obligations set forth above are expressly conditioned upon each of the following: (i) Customer will promptly notify Scoir in writing of any threatened or actual claim; (ii) Scoir will have sole control of the defense and settlement, if any, of any claim giving rise to the indemnity obligations herein; and (iii) Customer will cooperate with Scoir to facilitate the defense and settlement, if any, of any claim.

9.4. Exclusive Remedy. This Section 9 states the entire liability of Scoir and the sole and exclusive remedy of Customer and any of its affiliates, officers, directors, and employees for infringement claims and actions related hereto.

10. DISCLAIMERS; LIMITATION OF LIABILITY

10.1. Disclaimer of Warranties. Customer’s use of the Services is entirely at Customer’s own risk. The Services are provided “AS IS” and on an “AS AVAILABLE” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCOIR DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THOSE OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR THE ACCURACY, RELIABILITY, QUALITY OF ANY CONTENT, DATA, OR INFORMATION MADE AVAILABLE VIA THE SERVICES. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. SCOIR DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.

10.2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10.3. Limitation of Liability. EXCEPT FOR CUSTOMER’S LIABILITY FOR THE PAYMENT OF FEES, SCOIR’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, AND EITHER PARTY’S VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE GREATER OF (A) TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM AND (B) ONE HUNDRED U.S. DOLLARS. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS SET FORTH HEREIN.

10.4. Third Party Products. SCOIR AND ITS AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS MADE AVAILABLE THROUGH THE SERVICES. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.5. Agreement to Liability Limit. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT ITS AGREEMENT TO THIS LIMITATION OF LIABILITY, SCOIR WOULD NOT PROVIDE THE SERVICES TO CUSTOMER.

10.6. Exceptions. EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 10 WILL NOT APPLY TO CLAIMS AND DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

11. GENERAL PROVISIONS

11.1. Publicity. Customer hereby grants Scoir the limited right to display, in accordance with Customer’s published trademark usage guidelines (if any), Customer’s name and logo on Scoir’s digital properties. Customer may limit or withdraw this permission at any time by completing and submitting a “Publicity Restrictions” form located at www.scoir.com/publicity-restrictions. Scoir hereby grants Customer permission to display, in accordance with Scoir’s published trademark usage guidelines, Scoir’s name, logo, and links to the Website on Customer websites and other materials as Customer may reasonably deem appropriate to promote the Services. The rights granted under this Section 11.1 shall expire upon termination of this Agreement.

11.2. No Agency. For the avoidance of doubt, each of Scoir and Customer are entering into this Agreement as principals and not as agent for any other company. Subject to any permitted Assignment under Section 11.11, the obligations owed by Scoir under this Agreement shall be owed to Customer solely by Scoir and the obligations owed by Customer under this Agreement shall be owed solely to Scoir.

11.3. Relationship of the Parties. Scoir is an independent contractor to Customer. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.4. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

11.5. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If Customer is located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

11.6. Covered Telecommunications Equipment or Services. Scoir shall not provide “covered telecommunications equipment or services” (as defined in FAR 52.204-25) to Customer in the performance of this Agreement. Scoir represents that: (i) it does not use covered telecommunications equipment or services; and (ii) it does not knowingly use any equipment, system, or service that uses covered telecommunications equipment or services.

11.7. Compliance with Laws. Each of Scoir and Customer shall comply with all applicable U.S. federal, state, and local laws and regulations and nothing in this Agreement shall (i) require or be construed to require either party to violate such provisions of law, or (ii) subject either party to liability or render either party in breach of this Agreement for adhering to such provisions of law. If this Agreement or either party’s performance under it causes, creates, or involves a violation of law, rule, order, or regulation, or threatens to do so, or interferes with Customer’s non-profit status, rights, or privileges, then Customer may terminate this Agreement without liability.

11.8. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. Customer further warrants and represents that it has the authority to procure its Affiliates compliance with the terms of this Agreement.

11.9. Governing Law. This Agreement shall be interpreted, governed and construed in accordance with the laws of the state where Customer is principally located; provided, however, that, if Customer is principally located outside the United States of America, then this Agreement shall be interpreted, governed, and construed in accordance with the laws of the State of Delaware. The parties hereby agree that any dispute may be heard by any state or federal court located within the capital city or principal city of such state, and the Parties hereby consent to the personal jurisdiction and exclusive venue of such courts.

11.10. Entire Agreement; Amendments. This Agreement, including all Order Forms hereunder and any subsequent modifications hereto, is the entire agreement between Customer and Scoir regarding Customer’s use of Services and it supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. This Agreement may be amended and the observance of any provision of this Agreement may be waived only with the signed written consent of both parties. Neither failure nor delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

11.11. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.12. Waiver. No delay or omission of a party to exercise any right hereunder shall be construed as a waiver of any such right and such party reserves the right to exercise any such right from time to time, as often as may be deemed expedient.

11.13. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be prohibited or unenforceable in such jurisdiction while, at the same time, maintaining the intent of the parties, it shall, as to such jurisdiction, be so narrowly drawn without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11.14. Public Inspection of Agreement. Scoir acknowledges and agrees that this Agreement and all documents Scoir provides Customer as required herein, may, if and to the extent deemed public records under applicable law, be public records and may at all times be subject to public inspection.

11.15. Email Notices. Except for the service of legal documents required to be delivered in physical form, the parties agree to use email to satisfy required or permitted written approvals, notices, and consents under this Agreement. Scoir will provide all notices to Customer by sending an email to Customer’s identified account administrator. Customer shall provide all notices to Scoir by sending an email to legal-notices@scoir.com. Each notice will be treated as received when the email is sent.

11.16. Electronic Signatures. Each of the parties consents to the use of electronic signatures as valid execution and delivery of this Agreement and any other document relating thereto.

11.17. Counterparts. This Agreement may be executed in any number of identical counterparts. If so executed, each of such counterparts shall constitute this Agreement. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

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