Terms of Service

These terms of service (“Service Terms”) apply to the purchase and use of the online AI-powered teacher evaluation platform (the “Services”) provided by Swiftscore LLC (“Swiftscore” or “Provider”). By submitting a purchase order for, paying for, or using the Swiftscore online services, the user, school, district, government agency, or other entity or organization (“Customer”) accepts and is bound by these Service Terms.

“Aggregated Data” means information, data, and content related to Customer’s use and the operation of the Services collected and used in an aggregated and anonymized manner by Provider. Aggregated Data will have all direct and indirect personal identifiers removed, including name, identification numbers, date of birth, demographic information, location information, and school identification.

“Authorized Users” means individuals authorized by Customer to access and use the Services under these Service Terms, such as school administrators and teachers. Authorized Users do not include students.

“Confidential Information” means the information described in Section 9.

“Customer Data” means information, data, and content in any form or medium provided by or on behalf of Customer or Authorized Users in connection with the Services. Customer Data includes personally identifiable information (PII). Customer Data does not include Aggregated Data or Feedback.

“Customer Systems” means Customer’s devices and information technology infrastructure, such as internet.

“Documentation” means Provider’s description of features available at https://swiftscore.org/features or other written materials provided by Provider to Customer describing the Services.

“Effective Date” means the date Customer accepts the Service Terms, either by, in response to a Proposal, submitting a purchase order, paying for, or using the Services.

“Feedback” means comments, requests, recommendations, and ideas in any form or medium provided by Customer or Authorized Users to Provider in connection with their use of the Services, such as requests for new features and functionality.

“Fees” means the amount quoted by Provider in its Proposal (defined below) to Customer.

“Party” or “Parties” means either Swiftscore or Customer or both.

“Proposal” means the proposed Services, Fees, number of Authorized Users, and other information provided by Provider to Customer in a written document and accepted by Customer by either issuing a purchase order, paying the Fees, or using the Services. Proposals are incorporated into and part of these Service Terms.

“Pilot” means a short-term evaluation of the Services in which Customer accesses and uses the Services solely for internal evaluation purposes for reduced or no Fees.

“Provider IP” means the Services, the Documentation, and all related intellectual property provided to Customer or any Authorized User in connection therewith. Provider IP includes Feedback, Aggregated Data, and any information or other content derived from Provider’s monitoring of Customer’s access to or use of the Services. Provider IP does not include Customer Data.

“Services” means the Swiftscore artificial intelligence (“AI”)-powered teacher evaluation software-as-a-service offering purchased by Customer and related maintenance and support.

“Term” means the period of time described in Section 7(a).

(a) Provision of Access: Provider grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term solely for Customer’s internal use. Customer and its Authorized Users will use the Services for the sole and limited purpose of facilitating the evaluation and improvement of the performance of teachers and administrators with whom Customer has a direct relationship and is not prohibited by applicable law, policies, or procedures to evaluate within the course and scope of that relationship. The total number of Authorized Users will not exceed the number set forth in the Proposal. The Parties may adjust the number of Authorized Users if Provider issues a new Proposal containing the updated number of users and corresponding Fee adjustment.

(b) Documentation License: Provider also grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use the Documentation during the Term solely for Customer’s internal use in connection with use of the Services.

(c) Acceptable Use: Customer will not use the Services or Documentation except as provided by these Service Terms. Customer will not, and will not permit any Authorized Users to, directly or indirectly:

(i) Copy, modify, or create derivative works of all or part of the Services or Documentation;

(ii) Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to any third party all or part of the Services or Documentation;

(iii) Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part, or attempt to probe, test, or exploit vulnerabilities in the Services;

(iv) Access, use, or interact with the Services in any manner that interferes with, disrupts, or degrades the integrity, performance, or availability of the Services or any related systems or networks;

(v) Use the Services to create misleading, deceptive, or harmful content;

(vi) Use the Services to train competing models, reverse engineer outputs, or create a competitive product or service;

(vii) Integrate the Services with any third-party system in a manner that would result in unauthorized use or Prohibited Inputs (defined in Subsection 11(a)(iii) below);

(viii) Remove any proprietary notices from the Services or Documentation; or

(ix) Use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person or that violates any applicable law.

(d) Reservation of Rights: Provider reserves all rights not expressly granted to Customer in the Service Terms. Except for the limited rights and licenses expressly granted, nothing in the Service Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(e) Updates and Modifications: Provider may, in its sole discretion, modify, update, or discontinue features of the Services from time to time. Provider will use reasonable efforts to notify Customer of material changes to the Services. Customer’s continued use of the Services following any such changes constitutes acceptance of those changes.

(f) Support: Provider will provide Customer with reasonable technical support for the Services during Provider’s normal business hours. Support requests may be submitted through the channels specified in the Documentation or on Provider’s website.

(g) Suspension: Provider may monitor compliance with this section and temporarily suspend Customer’s or any Authorized User’s access to the Services or Documentation if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business or operations in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (F) Customer or any Authorized User is using the Services for any purpose or in any manner prohibited by these Service Terms, or (ii) for any other service suspension permitted under these Service Terms. Provider will use commercially reasonable efforts to provide notice to Customer of any suspension of the Services. Provider will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of Customer Data), or any other consequences that Customer or any Authorized User may incur as a result of a suspension of the Services.

(h) Aggregated Data: Provider may monitor Customer’s use and the operation of the Services and collect and compile Aggregated Data based on Customer Data provided to the Services. All right, title, and interest and intellectual property rights in Aggregated Data belong to and are retained solely by Provider. Provider may use Aggregated Data for product development and improvement, research, or other purposes and to the extent and in the manner permitted under applicable law, provided that such Aggregated Data do not identify Customer’s Confidential Information or PII. Provider will not attempt to re-identify Aggregated Data.

Customer will give Provider access to Customer Systems and provide timely and reasonable assistance to Provider as needed for Provider to provision and deliver the Services. Customer is responsible for all acts and omissions of Authorized Users with respect to their access to and use of the Services and Documentation, including any act or omission that would constitute a breach of the Service Terms. Customer will use reasonable efforts to ensure all Authorized Users are aware of and comply with these Service Terms and take action to prevent, and notify Provider of, any actual or threatened activity that could violate these Service Terms.

During the Term, Provider will deliver the Services to Customer’s Authorized Users as described on the Swiftscore website at https://swiftscore.org/features, including such onboarding and implementation services as Provider determines are necessary to provision the Services for Customer’s use. Provider will use Customer Data solely to deliver the Services as outlined in these Service Terms.

(a) Provider: If Provider has signed a written data protection agreement (DPA) with Customer, the DPA will apply instead of this Section 5(a). Otherwise, Provider will employ industry standard security measures to safeguard sensitive data in its care, including PII provided in Customer Data. Provider requires all employees with access to PII to be bound by confidentiality agreements. Provider describes its privacy practices with respect to PII at https://swiftscore.org/privacy. Provider will maintain a cybersecurity incident response plan in accordance with industry standards and will implement the plan’s procedures in the event of a confirmed data breach involving Customer’s unencrypted PII. Provider will notify Customer of such a breach without undue delay or within the timeframe required by applicable law or law enforcement. Provider will cooperate and coordinate with Customer as necessary to investigate the data breach in accordance with Provider’s incident response plan.

(b) Customer: Customer retains sole responsibility for Customer Systems, Customer Data, and the security and use of Authorized Users’ access credentials. Customer will employ industry standard physical, administrative, and technical controls and security procedures and safeguards to safeguard access credentials and otherwise protect against unauthorized access to or use of the Services arising from unauthorized use of access credentials and Customer Systems.

(a) Fees: Customer will pay Provider all Fees, without offset or deduction. All Fees are non-refundable.

(b) Payment: Fees must be paid on or before 30 days from the date of invoice via ACH or check. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or the highest rate permitted under applicable law; (ii) Customer will reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for more than 60 days, Provider may suspend Customer’s access to the Services until such amounts are paid in full.

(c) Taxes: All Fees and amounts payable by Customer are exclusive of taxes. Customer is responsible for any taxes or charges of any kind imposed by any federal, state, or local governmental or regulatory authority.

(a) Term: The Service Terms begin on the Effective Date and will remain in effect for one year. The Service Terms will automatically renew for additional, successive one-year periods unless earlier terminated in accordance with this section or either Party gives the other Party notice of non-renewal at least 60 days prior to the expiration of the then-current term. In the case of a Pilot, the Service Terms will begin and end consistent with the evaluation period described in the Proposal and will not renew.

(b) Termination: Either Party may terminate the Service Terms, effective on notice to the other Party, if the other Party materially breaches the Service Terms and such breach is incapable of cure or remains uncured for 30 days after notice of such breach or, in the event of non-payment of Fees, for 30 days after the payment is due. No expiration or early termination will affect Customer’s obligation to pay any unpaid Fees or entitle Customer to any refund. Provider may terminate a Pilot for any reason with or without notice to Customer.

(c) Effect of Expiration or Termination: Upon any expiration or termination of the Service Terms for any reason, Customer will immediately cease using the Services and Documentation and uninstall, delete, or return the application and Documentation. Provider will disable Customer’s access to the Services and cease using Customer Data. Upon Customer’s written request, Provider will (i) within 30 days, export or make Customer Data available for download in a standard format (such as CSV or PDF), or (ii) within 60 days, destroy Customer Data from Provider’s active production systems and provide Customer with certification of destruction, except that longer time periods may be required for destruction of data stored on backups, security logs, and as required by law or law enforcement.

(d) Survival: This Section 7(d), Sections 1, 6, 8, 9, 10, 11, 12, 13, and 14, and any other section that reasonably ought to survive in order to give maximum effect to the Service Terms will survive any expiration or termination of the Service Terms.

Customer will maintain complete and accurate records during the Term and as required by law after the termination or expiration of the Service Terms. Upon reasonable advance notice, Provider may periodically inspect Customer’s use of the Services and Documentation to ensure conformance with these Service Terms. If Provider determines that Customer is in breach of any provision of the Service Terms and fails to remedy the breach to Provider’s satisfaction within 30 days of Provider’s notice of such breach, then Provider will determine and perform appropriate remedial action, such as modify Customer’s usage, invoice Customer for payment of additional fees, or suspend or terminate the Services. Customer will promptly pay the amounts necessary to rectify any underpayment for overusage, together with interest in accordance with Section 6(b).

During the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, PII, and other sensitive or proprietary information, in written, verbal, or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (“Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party will not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations under the Service Terms. Each Party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure under the order will first have given notice to the other Party; or (ii) to establish a Party’s rights under the Service Terms, including to make required court filings. On expiration or termination of the Service Terms, the receiving Party will promptly return to the disclosing Party, in a standard format, all written, electronic, and other form or media containing the disclosing Party’s Confidential Information, or destroy all such copies and, upon request, certify in writing to the disclosing Party that such Confidential Information has been destroyed.

(a) Provider IP: Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Customer permanently assigns and transfers to Provider all rights, title, and interest it may have in and to any Aggregated Data and Feedback. Provider is not required to use any Feedback.

(b) Customer Data: Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use, display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer.

(a) Customer: In addition to other covenants set forth in these Service Terms, Customer represents, warrants, and agrees:

(i) Customer is authorized by law and all necessary action to enter into and agree to these Service Terms.

(ii) Customer and its Authorized Users have the necessary rights and consents to Customer Data so that, as received by and used in connection with the Services, such Customer Data do not and will not infringe, misappropriate, or otherwise violate any intellectual property or other rights of any teacher, administrator, or third party.

(iii) The Services are not designed or intended to process the information of students, including any student data or student records as defined by applicable laws and regulations, including the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. § 1232g, and applicable laws and regulations in Customer’s state and local jurisdictions. Customer and its Authorized Users will not input, upload, transmit, or otherwise make available to the Services any student data, student records, Confidential Information, personally identifiable information (PII), or sensitive personal information (“Prohibited Inputs”), except as expressly permitted by these Service Terms.

(iv) Customer will ensure that all Customer Data provided by Authorized Users to the Services is accurate, lawful, and do not contain any defamatory, obscene, or otherwise objectionable content or content that may cause harm to any person and are appropriate for the intended purpose of evaluating and improving teacher and administrator performance.

(v) Customer will not attempt to circumvent technical controls designed to restrict unauthorized use or Prohibited Inputs.

(vi) The Services are intended as a supplemental analytical tool and not as the sole basis for employment, disciplinary, compensation, or tenure-related decisions, and Customer shall ensure appropriate human review of all AI-generated outputs as required by applicable law, regulations, and policies.

(vii) Customer will not use the Services or any AI-generated outputs for any purpose or in any manner that would violate applicable laws, regulations, or policies, including laws and regulations governing employment decisions, discrimination, and privacy, or to generate or rely on outputs for legal, medical, or other professional advice.

(viii) Customer will maintain appropriate administrative, technical, and physical safeguards to control access to the Services and prevent unauthorized use and Prohibited Inputs and limit access to the Services to authorized personnel trained on acceptable use and Prohibited Inputs consistent with these Service Terms.

(ix) Customer will review and validate all AI-generated outputs prior to use and shall not represent such outputs as complete, accurate, or independently verified without such review or represent such outputs as Customer’s or Provider’s original work.

(b) Provider: Provider warrants that the Services will materially conform with the Documentation when accessed and used in accordance with the Documentation and in compliance with all applicable laws.

(c) Disclaimer: EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11(b), THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE FREE OF HARMFUL CODE OR ERRORS.

PROVIDER DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE SECURE, ACCURATE, RELIABLE, COMPLETE, OR FREE FROM BIAS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR VALIDATION OF AI OUTPUTS BEFORE USE OR RELIANCE.

(a) Provider Indemnification: Provider will defend, indemnify, and hold harmless Customer from and against any and all third-party claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) alleging that the Services, or any use of the Services in accordance with these Service Terms, infringe or misappropriate such third party’s U.S. intellectual property rights, provided that Customer promptly notifies Provider in writing of any Claims, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Claims.

(i) Process: If a Claim is made or appears possible, Customer will permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate the Service Terms effective immediately upon notice to Customer.

(ii) Exclusions: Section 12(a) will not apply to infringement arising from or in connection with: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (B) modifications to the Services not made by Provider; or (C) Customer Data.

(iii) Sole Remedy: THIS SECTION 12(a) SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIM THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

(b) Customer Indemnification: To the fullest extent allowable under applicable law, Customer will indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, contractors, and agents (“Provider Indemnitees”) from and against any Claim arising out of or relating to:

(i) A breach by Customer or its Authorized User of any representation, warranty, covenant, or agreement or use of the Services or AI-generated outputs in violation of these Service Terms, including any breach in connection with acceptable use and Prohibited Inputs; and

(ii) Customer’s failure to comply with any applicable laws, regulations, or policies, including those relating to student privacy, infringement, and employment discrimination.

(iii) Process: Provider will promptly notify Customer of any Claim for which indemnification is sought (provided that failure to provide prompt notice will not relieve Customer of its indemnification obligations except to the extent materially prejudiced). Customer shall assume control of the defense and settlement of the Claim, provided that (A) Customer will not settle any Claim in a manner that admits fault or imposes any liability, obligation, or restriction on any Provider Indemnitee without Provider’s prior written consent (not to be unreasonably withheld); and (B) Provider may participate in the defense of any Claim with counsel of its own choosing at its own expense.

IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

EXCEPT WITH RESPECT TO PROVIDER’S INDEMNIFICATION IN SECTION 12(A), IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THESE SERVICE TERMS IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(a) Entire Agreement: These Service Terms (including any Proposal) are the entire agreement of the Parties with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, between the Parties with respect to the Services. If there is inconsistency between the Service Terms and the Proposal, the Proposal will control.

(b) Interpretation: To interpret these Service Terms, headings are for ease of reference only; unless clearly stated otherwise, “including” means “including but not limited to”; and common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural as appropriate to the context.

(c) Relationship: The Parties are independent contractors. Nothing in the Service Terms creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between them, and neither Party has authority to contract for or bind the other.

(d) Notices: All notices must be in writing and addressed to the Parties at their known address or email. All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (return receipt requested, postage pre-paid).

(e) Force Majeure: In no event will Provider be liable to Customer or be deemed to have breached the Service Terms or for any failure or delay in performing its obligations under the Service Terms if and to the extent such breach, failure, or delay is caused by any circumstances beyond Provider’s reasonable control, such as acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strike, embargo, labor stoppage or slowdown or other industrial disturbance, or passage of law or any action taken by a governmental or public authority.

(f) Amendment; Modification; Waiver: No amendment to the Service Terms is effective unless it is in writing and signed by an authorized representative of both Parties. Provider will not modify how Customer Data is collected, used, or shared without advance notice to and consent from Customer. No delay or failure to insist upon strict performance of any specific term or condition of the Service Terms will operate to waive a Party’s rights or remedies now or in the future.

(g) Severability: If any provision of the Service Terms is held to be unenforceable, then that term or condition will be limited or disregarded to the minimum extent necessary. The remaining provisions will continue in full force and effect.

(h) Governing Law; Jurisdiction: Except in the case where a school, district, or related government entity is statutorily required to select the law or venue of the state in which it sits to apply to its contracts, the Parties select the laws of the State of New York to apply to these Service Terms without giving effect to any choice or conflict of law rule. Any legal suit, action, or proceeding arising out of or related to the Service Terms will be instituted exclusively in the United States District Court for the Southern District of New York or the state or local courts located in Westchester County, New York. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(i) Assignment: Customer may not assign, delegate, or resell any of its rights or obligations under these Service Terms, whether voluntarily or involuntarily, by operation of law, or otherwise. Any purported assignment, delegation, or resale in violation of this section will be null and void.

(j) Publicity: Provider may use Customer’s name and logo to identify Customer as a user of the Services on its website and in marketing materials, provided that Provider will not issue any press release or public announcement regarding Customer’s use of the Services without Customer’s prior written consent.

(k) Equitable Relief: Each Party acknowledges and agrees that a breach or threatened breach of a Party’s obligations under Section 9 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. Each Party agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, injunction, specific performance, and other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.