Terms of Service

Aggregated Data: 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.

Authorized Users: Individual 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: The information described in Section 9.

Customer Data: 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: Customer's devices and information technology infrastructure, such as internet.

Documentation: 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: The date Customer accepts the Service Terms.

Feedback: Comments, requests, recommendations, and ideas in any form or medium provided by Customer or Authorized Users to Provider.

Fees: The amount quoted by Provider in its Proposal to Customer.

Proposal: The proposed Services, Fees, number of Authorized Users, and other information provided by Provider to Customer in a written document and accepted by Customer.

Pilot: A short-term evaluation of the Services in which Customer accesses and uses the Services solely for internal evaluation purposes.

Provider IP: The Services, the Documentation, and all related intellectual property provided to Customer or any Authorized User. Provider IP includes Feedback, Aggregated Data, and any information derived from Provider's monitoring of Customer's use. Provider IP does not include Customer Data.

Services: The Swiftscore software-as-a-service offering purchased by Customer.

Term: 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. The total number of Authorized Users will not exceed the number set forth in the Proposal.

(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) Restrictions: 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: (i) copy, modify, or create derivative works of the Services or Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive access to any software component of the Services; (iv) remove any proprietary notices; or (v) use the Services in any manner that infringes, misappropriates, or violates any intellectual property right or applicable law.

(d) Reservation of Rights: Provider reserves all rights not expressly granted to Customer in the Service Terms.

(e) Suspension: Provider may temporarily suspend Customer's or any Authorized User's access to the Services if: (i) Provider reasonably determines there is a threat or attack on the Provider IP; (ii) Customer's use disrupts or poses a security risk; (iii) Customer is using the Provider IP for fraudulent or illegal activities; (iv) Customer has ceased operations or is subject to bankruptcy proceedings; or (v) Provider's provision of Services is prohibited by applicable law.

(f) Aggregated Data: Provider may monitor Customer's use and collect Aggregated Data. All right, title, and interest in Aggregated Data belong solely to Provider. Provider may use Aggregated Data for product development and improvement, provided that such data do not identify Customer's Confidential Information or PII.

(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 at https://swiftscore.org/privacy. Provider will maintain a cybersecurity incident response plan in accordance with industry standards and will implement 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 timeframes required by applicable law.

(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 to safeguard access credentials and protect against unauthorized access to or use of the Services.

(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, Provider may charge interest on the past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law, Customer will reimburse Provider for all costs incurred in collecting late payments, and if such failure continues for more than 60 days, Provider may suspend Customer's access to the Services until 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 imposed by any 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 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 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. No expiration or early termination will affect Customer's obligation to pay any unpaid Fees.

(c) Effect of Expiration or Termination: Upon any expiration or termination of the Service Terms, Customer will immediately cease using the Services and Documentation. Provider will disable Customer's access and cease using Customer Data. Upon Customer's written request, Provider will export or make Customer Data available for download in a standard format within 30 days, or destroy Customer Data from active systems within 60 days and provide certification of destruction.

(d) Survival: Sections 1, 8, 9, 10, 11, 12, 13, and 14, and any other section that reasonably ought to survive will survive any expiration or termination of the Service Terms.

(a) Provider IP: Customer acknowledges that Provider owns all right, title, and interest in the Provider IP. Customer permanently assigns and transfers to Provider all rights in any Aggregated Data and Feedback.

(b) Customer Data: Provider acknowledges that Customer owns all right, title, and interest in the Customer Data. Customer grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use the Customer Data as necessary for Provider to provide the Services to Customer.

(a) Customer: Customer represents and warrants that Customer and its Authorized Users have the necessary rights and consents to use Customer Data so that such Customer Data do not and will not infringe, misappropriate, or otherwise violate any intellectual property or other rights of any teacher or third party or applicable law.

(b) Provider: Provider warrants that the Services will conform in all material respects 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. PROVIDER MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

(a) Provider Indemnification: Provider will defend, indemnify, and hold harmless Customer from any losses, damages, liabilities, and costs incurred by Customer resulting from any third-party claim that the Services, or any use of the Services in accordance with the Service Terms, infringes or misappropriates such third party's US intellectual property rights.

(b) Customer Indemnification: Customer will indemnify, hold harmless, and defend Provider from any losses resulting from any third-party claim that the Customer Data, or any use of the Customer Data, infringes or misappropriates such third party's intellectual property rights and any third-party claims based on Customer's or any Authorized User's negligence or willful misconduct.

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

(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. If there is inconsistency between the Service Terms and the Proposal, the Proposal will control.

(b) Relationship: The Parties are independent contractors. Nothing in the Service Terms creates any agency, partnership, joint venture, or other form of joint enterprise between them.

(c) Notices: All notices must be in writing and addressed to the Parties at their known address or email via personal delivery, nationally recognized overnight courier, email, or certified or registered mail.

(d) Force Majeure: Provider will not be liable to Customer or be deemed to have breached the Service Terms for any failure or delay in performing its obligations if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, such as acts of God, natural disasters, war, terrorism, or government action.

(e) 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.

(f) 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.

(g) 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, the Parties select the laws of the State of New York to apply to these Service Terms. 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.

(h) Assignment: Customer may not assign, delegate, or resell any of its rights or obligations under these Service Terms. Any purported assignment in violation of this section will be null and void.

(i) Equitable Relief: Each Party acknowledges and agrees that a breach of Section 9 or Section 2(c) would cause the other Party irreparable harm. Each Party agrees that, in the event of such breach, the other Party will be entitled to equitable relief, including a restraining order, injunction, or specific performance.