Effective Date: January 12, 2026
These College Terms of Service (“Agreement”) contains the legal terms and conditions of your access to and use of the Services (as defined herein) provided by Scoir, Inc., a Delaware corporation, (“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 acceptance or by your execution of an Order Form (as defined herein) 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.
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.
“Communications” means messages, surveys, and other communications that Customer or its Invitees create, send, or schedule through the Services to Users (including students, parents/guardians, or counselors), whether sent broadly or to selected segments.
“Customer Content” means content (including, without limitation, text, images, and hyperlinks to other materials) that Customer or its Invitees upload, submit, or provide for display in Customer’s profile or other Customer-managed pages or features within the Services, including event listings and information session descriptions.
“Customer Information” means all non-public information, whether disclosed by Customer to Scoir in oral, written, or electronic form, pertaining to the enrollment strategies, marketing tactics, financial condition, and general policies, systems, and methods of Customer, including that which a person might reasonably deem to be proprietary to Customer regardless of whether such information is marked “Confidential”.
“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, and agents.
“Invitee Content” means Customer Content and Communications, and any other content or materials that Customer or its Invitees upload, submit, transmit, or make available through the Services.
“Order Form” means an ordering document entered into between Customer and Scoir that identifies Customer and which specifies (i) the Services to which Customer is subscribing and which Scoir will provide to Customer pursuant to this Agreement, (ii) the Subscription Term, and (iii) the fees payable by Customer for the Services.
“Personally Identifiable Information” or “PII” 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.
“Public Information” means information about Customer that is or was general available in the public domain and which Scoir may publish on the Website. Public Information includes, without limitation, information disclosed to U.S. Department of Education’s Integrated Postsecondary Education Data System, information disclosed to Common Data Set Initiative, and information published by Customer on its websites, social media sites, brochures, and viewbooks.
“Scoir Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Website by Scoir and accessible by all Users.
“Services” means the cloud-based enrollment marketing software application, as further described in Section 2, to which Customer has subscribed pursuant to one or more Order Forms and which Scoir shall make available to Customer via the Website during the Subscription Term.
“Student Records” means all academic 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.
“Subscription Term” means the period of time specified on an Order Form during which this Agreement governs the relationship between Scoir and Customer with respect to the Services.
“User” means any person or entity who creates a user account on the Website. Users include, but are not limited to, Customer and Invitees.
“Website” means the online application services available at https://app.scoir.com, including any subdomain thereof, and all associated mobile applications.
2. THE SERVICES
2.1. Description of Services. The Services include information and application features, including analytics and insights, intended to aid institutions of higher education in attracting and connecting with high school students interested in post-secondary educational opportunities. More specifically, and without limitation, the Services enable higher education institutions to: (i) create and publish an enhanced school profile containing rich media and information about its student body, academic programs, student services, admissions process, financial aid practices, and other non-confidential institutional information; (ii) schedule and promote high school visits, information sessions, and other pre-application programs to attract and connect with prospective applicants; (iii) receive application-related materials from high schools; (iv) communicate with prospective applicants, their parents, and school counselors; and (v) access market and institutional data to benchmark the effectiveness of their utilization of the Services.
2.2. No Customer Data. Customer will not upload, transmit, or otherwise provide Student Records or other student Personally Identifiable Information to Scoir through the Services, and Scoir does not collect student Personally Identifiable Information from Customer. For clarity, Scoir may disclose certain student information to Customer through the Services only as described in Sections 2.3, 3.6, and 3.7.
2.3. Student-Directed Disclosure of Student PII. The Services may enable Customer to receive limited Personally Identifiable Information of student Users (such as name, email address, school name, and graduation year) only when a student User takes an affirmative action to elect to share such information with Customer through the Services. Scoir does not provide Customer with student PII for students who have not made such election.
2.4. Data Roles. The parties acknowledge that Scoir is not acting as a processor of student Personally Identifiable Information on behalf of Customer. Scoir collects and processes student information under its own privacy notices and, where applicable, under agreements with high schools and other educational organizations. When Scoir discloses student Personally Identifiable Information to Customer at a student’s direction (Section 2.3), Customer acts as an independent controller of that information and is responsible for its use in compliance with applicable law.
3. CUSTOMER’S RESPONSIBILITIES
3.1. Customer’s 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.
3.2. Management of Invitees. Customer acknowledges and agrees that it is solely responsible for (i) determining who is an Invitee; (ii) informing each Invitee that their use of the Services is subject to these Terms of Service; and (iii) controlling each Invitee’s level of access to relevant portions of the Services.
3.3. Account Ownership. Customer shall, at all times during the Subscription Term, designate and have designated: (i) one Invitee as an “account owner” authorized to serve as primary liaison to Scoir for account-related communications; and (ii) no less than one Invitee as “account administrator” authorized to create accounts for and manage permissions of other Invitees.
3.4. 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.
3.5. Invitee Content; Accuracy; Removal. Customer is solely responsible for all Invitee Content, including ensuring that such content and Communications are accurate, appropriate, and comply with applicable law and this Agreement. Scoir may, but is not obligated to, review, monitor, or remove Invitee Content. If Scoir determines, in its reasonable discretion, that any Invitee Content is inappropriate, unlawful, infringing, deceptive, defamatory, or otherwise violates this Agreement, Scoir may remove it or disable access to it and, where practicable, will notify Customer. Scoir will not be liable for the accuracy, completeness, or legality of Invitee Content or for any acts or omissions of Customer or its Invitees.
3.6. Communications Standards. Customer will ensure that all Communications it sends through the Services are professional, accurate, and not misleading, harassing, discriminatory, or defamatory, and comply with applicable law and industry standards, including any applicable requirements regarding opt-out or consent for communications.
3.7. Use of Student PII. To the extent Customer receives student Personally Identifiable Information through the Services, Customer may use that information only (i) to communicate with the student regarding Customer’s educational programs, admissions, financial aid, campus life, events, and related enrollment information, and (ii) for internal attribution and recruitment analytics that do not involve targeted advertising or data enrichment. Customer will not: (a) sell, rent, license, or otherwise disclose student Personally Identifiable Information to any third party; (b) use student Personally Identifiable Information for targeted advertising, cross-context behavioral advertising, or retargeting; (c) append, enrich, or combine such information with third-party data for advertising or profiling purposes; or (d) use such information for any purpose unrelated to student recruitment and admissions communications. Customer will maintain reasonable administrative, technical, and physical safeguards to protect such information and will limit access to personnel with a need to know. Customer will retain student PII only as long as reasonably necessary for the permitted purposes above and will honor student requests to stop communications, and any applicable opt-out requirements under law.
3.8. Confidentiality of Student Records. If Customer elects to receive Student Records as part of 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). For clarity, Student Records made available through the Services are provided by high schools or other educational institutions, not by Customer. Customer will not provide Student Records to any third-party except to processors acting on Customer’s behalf under written confidentiality and security obligations consistent with this Agreement and applicable law. Customer represents 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 extent applicable, in storing and safeguarding all Student Records it receives via the Services.
3.9. Restrictions of Use. When using the Services, Customer shall not knowingly (and shall use commercially 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 would reasonably be expected to 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) knowingly infringes or misappropriates any Intellectual Property 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. SCOIR’S RESPONSIBILITIES
4.1. Provision of Services. During the Subscription Term, Scoir will provide Customer and its Invitees access to use the Services as described in this Agreement and all applicable Order Forms.
4.2. Accessibility. Scoir shall use reasonable efforts to ensure that the Services maintain, at all times during the Subscription 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) 2.1 Level AA shall be used to evaluate accessibility conformance of the Services.
4.3. Service Reliability. Subject to the terms and conditions of this Agreement, Scoir will use commercially reasonable efforts to make the Services generally available for use by Customer and its Invitees at any time, excluding planned downtime and any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Scoir’s own employees), Internet service provider failures or delays, denial of service attacks, or any other force majeure event or factors. Scoir acknowledges that Customer may consider a failure to reasonably meet its service reliability commitments to be a material breach of this Agreement. Accordingly, and notwithstanding anything to the contrary in this Agreement, Customer's sole remedy for Scoir’s failure to reasonably meet its service reliability commitments shall be to terminate this Agreement for cause pursuant to Section 7.2.
4.4. Confidentiality of Customer Information. Scoir shall take all reasonable measures to protect the secrecy of, and avoid disclosure or misuse of, Customer Information, which measures shall entail no less than the same degree of care that Scoir uses to protect its own confidential information of a similar nature. Scoir shall use Customer Information solely for the purpose of providing the Services and, in so doing, limit access to Customer Information to its employees and contractors who have a need to know and who are bound by written confidentiality obligations. Scoir shall notify Customer in writing within 72 hours of any misuse or misappropriation of Customer Information that comes to its attention. Notwithstanding the foregoing, Scoir will not be in violation of this Section 4.4 with regard to the disclosure of Customer 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 Scoir provides Customer with prior written notice of such compelled disclosure to the extent reasonably practicable and legally permissible, and discloses only the minimum amount of Confidential Information required by law.
4.5. Support Services. During the Subscription Term, Scoir will provide Customer and its Invitees with “help desk support” of the Services via email to support@scoir.com during customary business hours and via access to Scoir’s online self-service support portal available at https://scoir.helpdocs.io. Technical issues resulting from Customer’s integration of some or all of the Services with third-party products may be outside the scope of “help desk support” services. Scoir will use reasonable practices to respond to email support queries within one business day. Scoir reserves the right, in its sole discretion, to limit or deny access to support services to any Invitee who acts or who has acted in a way that might reasonably be determined to be harassing or abusive of Scoir’s support representatives. In the event of such denial of support services, Scoir shall promptly identify the offending Invitee to Customer.
4.6. Data Privacy and Data Security. Scoir shall use information it creates, receives, processes, stores, or transmits in providing the Services solely for the purpose of fulfilling its duties under this Agreement and shall adhere to applicable federal and state laws relating to data privacy and data security relating thereto. Without limitation to the foregoing, Scoir shall maintain one or more written policies describing its administrative, physical, and technical safeguards to protect Student Records and Customer Information from unauthorized access, disclosure, acquisition, destruction, use, or modification and to ensure the security and continuity of its Services. Such written policies shall, among other things, provide that Scoir shall:
(a) host the Services data in SOC 2 compliant environments located within the continental United States of America;
(b) implement cybersecurity protection measures based on the nationally recognized standards set forth in the National Institute of Standards and Technology’s Cybersecurity Framework;
(c) establish and regularly test an incident response protocol to be followed in the event of an identified or suspected breach of Student Records or Customer Information; and
(d) establish and regularly test a data recovery protocol to be followed in the event of a disruption to the data centers that host the Services.
4.7. FERPA Compliance. When transmitting Student Records as part of the Services, Scoir shall ensure, where applicable, that the local educational agency or institution acting as controller of such Student Records has designated 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.”
4.8. 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 Subscription 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) Product liability of $2,000,000 per occurrence and $2,000,000 aggregate;
(c) Technology E&O liability of $1,000,000 per occurrence and $1,000,000 aggregate; and
(d) Cyber 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.
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(s) in accordance with the fee schedule(s) specified therein. Unless otherwise provided for in an Order Form, all undisputed fees are due and payable within thirty (30) days of the Customer’s receipt 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. Customer and Scoir agree to work together in good faith to resolve any disputed fees in a timely manner.
5.2. Non-Payment. If Customer fails to pay undisputed amounts due under this Section 5, then Scoir’s sole recourse is 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. Scoir may charge, and Customer agrees to pay, any applicable sales, use, or value-added taxes applicable to the provision 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 within seven (7) days of submitting an Order Form.
(b) Scoir is solely responsible for timely remittance to state and/or local authorities of any sales and use taxes it collects from Customer related to the sale of goods and services under this Agreement.
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.
5.5. Recordkeeping. Scoir shall maintain, in accordance with U.S. Generally Accepted Accounting Principles, records for all fees charged to Customer hereunder for a period of five (5) years following termination of this Agreement; and, during such five-year term, Customer and/or its designee may audit Scoir’s records related to fees charged to Customer hereunder.
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 3.8. If Scoir suspends an Invitee’s access pursuant to this Section 6.1, Scoir shall, as soon as commercially practical, provide Customer prior written notice describing the violation and, for violations capable of being resolved, Scoir shall provide Customer a thirty-day period to cure such violation and restore said Invitee’s access promptly after the cause of the violation has been resolved.
6.2. Suspension for Non-Payment. In the event that any undisputed fees due and payable hereunder remain unpaid for a period of thirty (30) 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 fourteen (14) 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; or (iv) 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. Except for surviving provisions specified in Section 7.4, the term of this Agreement shall be the Subscription Term, unless lawfully terminated sooner as permitted herein.
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 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. Except as provided in Section 9 of this Agreement, and to the extent permitted by law, Scoir shall not be liable for any costs, losses, damages, or liabilities arising out of or related to a lawful termination of this Agreement.
7.4. Surviving Provisions. Section 5 (Fees and Payments), Section 7.3 (Post-Termination Rights), Section 7.4 (Surviving Provisions), Section 8 (Proprietary Rights), Section 9 (Indemnification), Section 10 (Disclaimers; Limitation of Liability) and Sections 12.3 through 12.13 (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 right to use, copy, transmit, store, and back-up Customer Information for the sole purpose of providing the Services to Customer.
8.3. User Feedback. Any feedback, comments and suggestions Customer or its 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. Indemnification. Scoir shall indemnify, defend, protect, and hold harmless Customer, its Affiliates, trustees, 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 (A) the gross negligence or willful misconduct of Scoir, its employees, or agents; (B) Scoir’s breach of this Agreement or applicable law; or (C) 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 an infringement, dilution, or unauthorized use of any Intellectual Property Rights. 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, with immediate effect upon written notice to Scoir, and Scoir shall promptly refund Customer all prepaid fees relating to Customer’s access to and use of the Services after the effective date of termination. Notwithstanding the foregoing, Customer may participate at its own expense in any claim to which it is a party.
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 or approved by Scoir where the cause of the infringement is the use of the Services in combination with any such products, equipment, software or data; 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; provided, however, that no settlement will be binding against Customer without Customer’s prior written consent; 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. EXCEPT AS OTHERWISE SPECIFIED HEREIN AND 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 SUBSCRIPTION 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 SUBSCRIPTION SERVICES WILL BE COMPLETELY SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.
10.2. Predictive Analytics Disclaimer. ANY PREDICTIONS, PROBABILITIES, OR RECOMMENDATIONS GENERATED BY THE SERVICES ARE STATISTICAL ESTIMATES BASED ON HISTORICAL AND AGGREGATED DATA AND ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SCOIR DOES NOT GUARANTEE ADMISSIONS OUTCOMES, AND FINAL DECISIONS ARE MADE SOLELY BY THIRD-PARTY INSTITUTIONS.
10.3. 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.
10.4. Limitation of Liability. EXCEPT FOR CUSTOMER’S LIABILITY FOR THE PAYMENT OF FEES, SCOIR’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, AND EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR 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, TO THE EXTENT PERMITTED BY LAW, 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 SUBSCRIPTION 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.
10.5. Third Party Products. TO THE EXTENT PERMITTED BY LAW, SCOIR AND ITS AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS MADE AVAILABLE THROUGH THE SUBSCRIPTION SERVICES. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
10.6. Agreement to Liability Limit. CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT ITS AGREEMENT TO THIS LIMITATION OF LIABILITY, SCOIR WOULD NOT PROVIDE THE SUBSCRIPTION SERVICES TO CUSTOMER.
10.7. 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. REGULATORY ACKNOWLEDGEMENTS
11.1. 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, the Uniform Computer Information Transaction Act, 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.
11.2. Debarment and Suspension. Scoir represents that that it is not on the U.S. government’s Denied Parties List, the Unverified List, the Entities List, the Specially Designated Nationals and Blocked Parties List, and that neither it nor any of its officers is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency, as further defined in Executive Order 12549 and FAR 521.209-5.
11.3. HIPAA; FISMA; GLBA. Customer acknowledges that the Services are not intended to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), or the Gramm-Leach-Bliley Act (GLBA). Customer agrees that it will not use the Services in a manner that would violate such laws.
11.4. 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.
11.5. IRCA Compliance. Scoir represents that it does not and shall not knowingly utilize, directly or indirectly, the services of an illegal immigrant in the United States in the performance of this Agreement; and that it shall comply with the requirements of the U.S. Immigration Reform and Control Act, 8 U.S.C. § 1324a, as amended, and its successors, if any, regarding the screening, hiring, and employment of all labor forces used in connection with its provision of the Services.
11.6. OFAC; Prohibited Transactions. Neither Scoir nor any of its Affiliates nor, to the knowledge of Scoir, any director, officer, agent, employee, or person acting on behalf of Scoir or any of its Affiliates, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department; and Scoir will, at all times during the continuance of this Agreement, comply with the Iranian Transactions and Sanctions Regulation, 31 CFR § 560.201, et seq.
11.7. Equal Opportunity. Scoir represents that, in compliance with Titles VI and VII of the Civil Rights Act of 1964, Executive Order 13988, 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, sexual orientation, gender identity, age, religion, disability, or veteran status in any of its policies, practices, or procedures.
12. GENERAL PROVISIONS
12.1. 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 12.1 shall expire upon termination of this Agreement.
12.2. 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.
12.3. 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.
12.4. Independent Contractors; No Agency. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf. All obligations under this Agreement are owed solely between Scoir and Customer.
12.5. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing herein confers any rights upon any third party.
12.6. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably withheld, except that either party may, with no less than fourteen (14) days prior written notice to the other party, assign this Agreement in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.
12.7. Notices. Except for service of legal process, all notices under this Agreement will be provided by email and deemed given 24 hours after sending, provided the sender retains evidence of successful transmission. Notices to Customer will be sent to its designated account owner, and notices to Scoir will be sent to legal-notices@scoir.com.
12.8. Waiver. No waiver of any provision of this Agreement will be effective unless in a written instrument signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver of such right, nor shall any single or partial exercise preclude further exercise of any right.
12.9. Severability. If any provision of this Agreement is held unenforceable, the provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
12.10. Entire Agreement. This Agreement, including all Order Forms, incorporated documents, and lawful modifications hereto, constitutes the entire agreement between the parties regarding its subject matter and it supersedes all prior or contemporaneous agreements or representations, whether written or oral.
12.11. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state where Customer is principally located, without regard to its conflict of law principles; provided, however, that, if Customer is principally located outside the United States of America, then this Agreement shall be governed by the laws of the State of Delaware, and the courts located in the State of Delaware shall have exclusive jurisdiction. To the extent not prohibited by applicable sovereign or governmental immunity laws, the parties agree that any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts of competent jurisdiction located within such state, and the parties hereby consent to the personal jurisdiction and venue of such courts.
12.12. Authority. Each party represents to the other that it has full power and authority to enter into this Agreement, which is binding and enforceable against such party in accordance with its terms. Customer represents that it has the authority to bind and procure compliance by its Affiliates, if applicable.
12.13. Execution; Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one agreement. Electronic signatures and electronic delivery are valid and binding for all purposes.
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