College Terms of Service 

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Last Updated: September 18, 2020

Welcome to Scoir! Please read the following terms of service (the “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 high education that utilizes or intends to utilize the Services. By your acceptance of this Agreement, either by clicking a box indicating Customer’s acceptance or by executing 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 modify this Agreement at any time and any such modification shall become effective, for then-current customers, thirty days after the “Last Updated” date at the top of this Agreement; provided, however, that Scoir must provide Customer with advance notice of any such modification by means of a notice prominently displayed on the Website. Customer’s continued use of the Services after that effective date will be deemed Customer’s conclusive acceptance of the modified Agreement. If Customer does not consent to an Agreement modification, Customer should cease using the Services and terminate this Agreement in accordance with the provisions set forth herein.

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.

Confidential Information” means information that one party or its Affiliate (“Disclosing Party”) discloses to the other party (“Receiving Party”) under the Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that is independently developed by the Receiving Party, is shared with the Receiving Party by a third party without confidentiality obligations, or is or becomes public through no fault of breach of this Agreement by the Receiving Party.

Customer Information” means all 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.

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 Initial Term (as defined below) of this Agreement, 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 1.1, 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 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.

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 then in their post-secondary pursuits and guide them through the college application process. The Services allow the Customer to, among other things: (i) maintain a school profile with current institutional data and information on the programs and services it provides students; (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 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) ensuring 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. 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, 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.

4.  CUSTOMER’S RESPONSIBILITIES

4.1.  Access Control. Customer shall take reasonable precautions to secure its Invitees’ 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 immediately 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 it will comply fully with the provisions of 34 CFR §99 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 not permit any Invitee or other third party 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) 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 fourteen (14) days of the date of the invoice. All fees are payable in advance throughout the Term. 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.  Changes to Fees. Scoir reserves the right to introduce new fee-bearing services and to change the fees payable hereunder from time to time upon no less than thirty (30) days’ advance notice to Customer; provided, however, that such fee changes for Services then in effect on Customer’s account shall not become effective until the end of Customer’s then-current Term (as defined in Section 7.1 below). If a fee change to the Services is not acceptable, Customer may terminate this Agreement as provided herein prior to the time when such changes takes effect. Customer’s continued use of the Services constitutes Customer’s agreement to those changes.

5.3.  Non-Payment. If Scoir is unable to collect fees due for any reason, Customer must pay the amount due immediately upon demand, plus any applicable processing fees, bank fees or charges for return items, plus any attorney's fees and other costs of collection as allowed by law.

5.4.  Taxes. The fees are exclusive 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.

5.5.  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, and consent to the disclosure of payment information to such third party.

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 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.

6.2.  Suspension for Non-Payment. In the event that any fees due and payable hereunder remain outstanding for a period of 14 days or more, 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 7 days before suspension. Scoir may charge a re-activation fee to reinstate the Services after suspension for non-payment.

6.3.  Suspension for Present Harm. If your 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 electronic or 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. This Agreement shall begin on the date of Customer’s acceptance hereof and shall continue for the period set forth in the Order Form (“Initial Term”). At the end of the Initial Term, and each subsequent anniversary thereof, this Agreement shall automatically renew for an additional period of one-year (each a “Renewal Term” and the Initial Term together with any Renewal Terms, the “Term”) unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Term or as otherwise provided for in the Order Form.

7.2  Termination for Convenience. Customer may, and shall be deemed to, terminate this Agreement effective on the commencement date of any Renewal Term by failing to pay the subscription fees due for such Renewal Term within thirty (30) days of the commencement date of the Renewal Term.

7.3.  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.

7.4.  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 7.3, Scoir will 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.

7.5.  Surviving Provisions. Sections 4.3 (Student Records), 5 (Fees and Payments), 7.4 (Post-Termination Rights), 7.5 (Surviving Provisions), 8 (Proprietary Rights), 9 (Confidentiality), 10 (Disclaimers; Limitation of Liability) and 11 (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 license to use, copy, transmit, store, and back-up Customer Information for the purpose of providing the Services 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.  CONFIDENTIAL INFORMATION. The Receiving Party will only use the Disclosing Party's Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party's Confidential Information; provided, however, that the Receiving Party may disclose Confidential Information (i) to its employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 9; or (ii) with the Disclosing Party's prior written consent. Notwithstanding the foregoing, the Receiving Party will not be in violation of this Section 9 with regard to disclosure of Confidential Information in response to an order or subpoena of a court, agency or tribunal of competent jurisdiction, or pursuant to any applicable law or regulation, provided that the Receiving Party provides the Disclosing Party with prior written notice of such disclosure to the extent reasonably practicable and legally permissible in order to permit the Disclosing Party to seek confidential treatment of such information.

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 AND VIOLATION OF OUR 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 right to add its name and logo to Scoir’s customer list and website. To object to this use, please indicate so by filling out the form here (www.scoir.com/publicity-opt-out). Scoir hereby grants Customer permission to display, in accordance with any 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.

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 11.10, 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.  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.

11.7.  Governing Law. 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 the state or federal court located in Delaware, and the Parties hereby consent to the personal jurisdiction and exclusive venue of such courts.

11.8.  Entire Agreement; Amendments. This Agreement, including all Order Forms hereunder and 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.

11.9.  Supplemental Terms. Customer’s use of, and participation in, certain Services may be subject to additional terms and such terms will either be listed on the Website or will be presented to Customer for Customer’s acceptance before Customer uses the supplemental Services.

11.10.  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.

11.11.  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.

11.12.  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.

11.13.  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.

11.14.  Email Notices. 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.

11.15.  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.

11.16.  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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