SaaS TERMS AND CONDITIONS
Last Updated: April 8, 2025
These SaaS Terms and Conditions (“Terms”) describe your rights and responsibilities
when using the Services (defined below). If you are a Customer, these Terms will apply to your
access and use of the Services, whether that access and use is by you or your affiliates, employees,
contractors and others that you permit to use the Services or your Authorized Users. If you have
been invited to use the Services by a Customer, the User Terms you are asked to accept before
accessing the Services (“User Terms”) govern your access to and use of the Services.
These Terms form a contract between Customer and The Center for Applied Technologies
for School Security - CATS2 Foundation (“Provider”). “Customer” is the company, organization
or other legal entity described in the Order Form (also referred to as “Customer”, “you” and
“your”). By completing the Order Form, clicking a box indicating your acceptance of these Terms,
accessing or using the Services or allowing any Authorized User to access or use the Services, you
agree to be bound by these Terms. If you enter into these Terms on behalf of a company,
organization or other legal entity, you represent and warrant that you have the authority to bind
that entity to these Terms. These Terms, any Order Form entered between the Parties from time to
time, and any documents, policies and procedures incorporated herein by reference, all as may be
amended from time to time as permitted herein, are collectively referred to as the “Agreement”.
This Agreement will become effective on the date that you accept the Terms or access or use the
Services (“Effective Date”). Provider reserves the right to reject any Order Form and prevent
access to the Services.
If you are not of the age of majority in your jurisdiction, do not agree with these Terms or
otherwise do not have the authority to enter into these Terms, you must not access or use the
Services. Provider and Customer may be referred to herein collectively as the “Parties” or
individually as a “Party.”
1. Definitions.
(a) “Aggregated Statistics” means data and information related to Customer’s
use of the Services that is used by Provider in an aggregate and anonymized manner, including to
compile statistical and performance information related to the provision and operation of the
Services.
(b) “Authorized User” means Customer’s employees, consultants, contractors,
students, teachers, volunteers, or any person who is authorized by Customer to access and use the
Services under the rights granted to Customer pursuant to this Agreement.
(c) “Customer Data” means, other than Aggregated Statistics, information,
data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted
by or on behalf of Customer or an Authorized User through the Services.
(d) “Documentation” means Provider’s user manuals and any other
documentation relating to the Services provided by Provider to Customer either electronically or
in hard copy form and Provider’s Privacy Policy found at https://www.cats2.org/owl-privacy-policy.
(e) “Order Form” means the ordering of the Services through an online
registration or a form filled out and submitted by or on behalf of Customer, and accepted by
Provider, for the Services provided under this Agreement.
(f) “Provider IP” means the Services, the Documentation, and any and all
intellectual property provided to Customer or any Authorized User in connection with the
foregoing, including any improvements or derivatives thereof (by whomever made). For the
avoidance of doubt, Provider IP includes Aggregated Statistics, and any information, data, or other
content derived from Provider’s monitoring of Customer’s access to or use of the Services, but
does not include Customer Data.
(g) “Services” means the Owl for Schools software-as-a-service offering found
at www.owlschools.org.
2. Access and Use.
(a) Provision of Access. Subject to terms and conditions of this Agreement,
Provider hereby grants Customer a non-exclusive, non-sublicensable, non-transferable right to
access and use the Services during the Term, solely for use by Authorized Users in accordance
with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider
acknowledges each Authorized User will be required to create an individual user account and
password and accept the User Terms to obtain access to the Services. Authorized User accounts
are non-transferable and, as such, Provider shall ensure that Authorized Users do not share user
accounts or passwords. Provider is responsible for ensuring all Authorized Users comply with this
Agreement and the User Terms.
(b) Documentation License. Subject to the terms and conditions contained in
this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, nontransferable license to use the Documentation during the Term solely for Customer’s internal
business purposes in connection with its use of the Services.
(c) Use Restrictions. Customer shall not use the Services for any purposes
beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly
or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative
works of the Services or Documentation, in whole or in part; (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 or gain access to any software component of the Services, in whole or in part;
(iv) remove any proprietary notices from the Services or Documentation; or (v) 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. You acknowledge and agree that the Services are
provided under license, and not sold, to you. Provider reserves all rights not expressly granted to
Customer in this Agreement. Except for the limited rights and licenses expressly granted under
this Agreement, nothing in this Agreement 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) Suspension. Notwithstanding anything to the contrary in this Agreement,
Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion
or all of the Services 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 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; or (E)
Provider’s provision of the Services to Customer or any Authorized User is prohibited by
applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or
use of any third-party services or products required to enable Customer to access the Services; or
(iii) in accordance with Section 4(a)(ii) (any such suspension described in subclause (i), (ii), or
(iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide
written notice of any Service Suspension to Customer and to provide updates regarding resumption
of access to the Services following any Service Suspension. Provider shall 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 data or profits), or any other consequences that
Customer or any Authorized User may incur as a result of a Service Suspension.
(f) Aggregated Statistics. Notwithstanding anything to the contrary in this
Agreement, Provider may monitor Customer’s use of the Services and collect and compile
Aggregated Statistics. As between Provider and Customer, all right, title, and interest in
Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely
by Provider. Customer acknowledges that Provider may compile Aggregated Statistics based on
Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated
Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics
to the extent and in the manner permitted under applicable law.
(g) Maintenance Releases and New Products. Subject to the terms and
conditions of this Agreement, after the Effective Date, Provider will provide to Customer all error
corrections, bug fixes, updates and other maintenance releases of the Services as Provider may
make generally available to other recipients of the Services (collectively “Releases”). Customer
acknowledges and agrees that Provider is under no obligation to develop or provide any Releases
to the Services. Provider reserves the right to define any addition of a major element to the Services
as a new product (“New Product”) and not a Release. Any such New Product will not be provided
to Customer under this Agreement and will only be made available to Customer under a separate
and mutually agreed to and executed written agreement.
3. Customer Responsibilities. Customer is responsible and liable for all uses of the
Services and Documentation resulting from access provided by Customer, directly or indirectly,
whether such access or use is permitted by or in violation of this Agreement. Without limiting the
generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users,
and any act or omission by an Authorized User that would constitute a breach of this Agreement
if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use
reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable
to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with
such provisions.
4. Fees and Payment.
(a) Fees. Customer shall pay Provider the fees (“Fees”) as set forth in the Order
Form without offset or deduction. Customer shall make all payments hereunder in US dollars
within thirty (30) days of when payment is due and if no such date is specified in the Order Form,
then within thirty (30) days of the Effective Date. 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, if
lower, the highest rate permitted under applicable law; and (ii) if such failure continues for (30)
thirty days or more, Provider may suspend Customer’s and its Authorized Users’ access to any
portion or all of the Services until such amounts are paid in full.
(b) Taxes. All Fees and other amounts payable by Customer under this
Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales,
use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any
federal, state, or local governmental or regulatory authority on any amounts payable by Customer
hereunder, other than any taxes imposed on Provider’s income.
5. Confidential Information.
(a) Definition. From time to time 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, including student and
teacher names and locations, and other sensitive or proprietary information, whether orally or in
written, electronic, or other form or media/in written or electronic form or media, and whether or
not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential
Information”). Confidential Information does not include information that, at the time of
disclosure is: (a) or becomes generally known to the public; (b) known to the receiving Party at
the time of disclosure as evidenced by written records; (c) rightfully obtained by the receiving
Party on a non-confidential basis from a third party without any obligation of confidentiality; or
(d) independently developed by the receiving Party without any reference to Confidential
Information.
(b) Protection; Required Disclosure. The receiving Party shall 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 hereunder, and such employees are bound by
confidentiality terms no less stringent than those herein. Notwithstanding the foregoing, each Party
may disclose Confidential Information to the limited extent required (i) in order 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 pursuant to the order shall first have
given written notice to the other Party and made a reasonable effort to obtain a protective order;
or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.
Notwithstanding any other term herein, Provider may disclose Customer’s Confidential
Information, including names of students and teachers, to government agencies and law
enforcement in the event Provider reasonably believes it is necessary to do so for the safety of the
public and such individuals, or to prevent harm.
(c) Return or Destruction. On the expiration or termination of the Agreement,
the receiving Party shall promptly return to the disclosing Party all copies, whether in written,
electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy
all such copies and certify in writing to the disclosing Party that such Confidential Information has
been destroyed.
(d) Third Party Confidential Information. The Parties recognize that each Party
has received and, in the future, will receive from third parties their confidential, personal, or
proprietary information subject to a duty on the disclosing Party’s part to maintain the
confidentiality of such information and to use it only for certain limited purposes. The receiving
Party will hold all such confidential or proprietary information in the strictest confidence and not
to use it or to disclose it to any person, firm, corporation, or other third party except as necessary
in carrying out the Services. For purposes of this Agreement, such third-party information will be
deemed part of the Confidential Information of the disclosing Party.
6. Intellectual Property Ownership; Feedback.
(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.
(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 hereby grants to Provider a non-exclusive, royalty-free,
worldwide license to reproduce, distribute, and otherwise use and 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, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license
to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within
the Aggregated Statistics. Customer is solely responsible for the quality, integrity, legality,
reliability and appropriateness of the Customer Data and for obtaining all rights, authorizations
and consents required by Provider to provide the Services to Customer and otherwise process the
Customer Data, including rights in and to the Customer Data from Authorized Users and others.
(c) Privacy. Provider will comply with privacy and data protection laws
applicable to the storing and transmitting of personal information received from or in relation to
Customer. Provider will also comply with its Privacy Policy https://www.cats2.org/owl-privacy-policy.
(d) Feedback. If Customer or any of its employees, contractors, members,
students, volunteers, or any person with a material relationship with Customer provides any
suggestions, enhancement requests, recommendations or other feedback to Provider (in any
medium) (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation
or limitation between the Parties governing such Feedback, and the Feedback will become and
remain the property of Provider. No compensation will be paid with respect to the use of any
Feedback that Customer provides to Provider and Provider is under no obligation to use any
Feedback. Customer will not give to Provider any Feedback that is the confidential information of
any third party to whom you owe a duty of confidence or that would infringe any third party’s
intellectual property rights.
(e) Use of Name. Customer hereby grants Provider a royalty-free perpetual
license to use the Customer’s name, as a customer of Provider, in discussions with other schools
and donors.
7. Warranty Disclaimer. THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY 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. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, 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 SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
8. Indemnification.
(a) Provider Indemnification.
(i) Provider shall indemnify, defend, and hold harmless Customer from
and against any and all losses, damages, liabilities, costs (including attorneys’ fees) (“Losses”)
incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement,
infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided
that Customer promptly notifies Provider in writing of such Third-Party Claim, cooperates with
Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.
(ii) If a Third Party-Claim is made or appears possible, Customer agrees
to 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 this Agreement, in its entirety or with respect to the affected component or part, effective
immediately on written notice to Customer.
(iii) This Section 8(a) will not apply to the extent that the alleged
infringement arises from: (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.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and,
at Provider’s option, defend Provider from and against any Losses resulting from any Third-Party
Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement,
infringes or misappropriates such third party’s US intellectual property rights and any Third-Party
Claims based on Customer’s or any Authorized User’s negligence or willful misconduct, provided
that Customer may not settle any Third-Party Claim against Provider unless Provider consents to
such settlement, and further provided that Provider will have the right, at its option, to defend itself
against any such Third-Party Claim or to participate in the defense thereof by counsel of its own
choice.
(c) Sole Remedy. THIS SECTION 8 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.
9. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT 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. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR FIVE HUNDRED DOLLARS ($500), WHICHEVER IS LESS.
10. Term and Termination.
(a) Term. This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form or until earlier terminated as set forth herein (the “Term”).
(b) Termination. In addition to any other express termination right set forth in
this Agreement:
(i) Provider may terminate this Agreement, effective on written notice
to Customer, if Customer breaches any of its obligations under Section 2(c) or Section 5;
(ii) either Party may terminate this Agreement, effective on written
notice to the other Party, if the other Party materially breaches this Agreement, and such breach:
(A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the
non-breaching Party provides the breaching Party with written notice of such breach; or
(iii) either Party may terminate this Agreement, effective immediately
upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally
unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition
for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily,
to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks
to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a
receiver, trustee, custodian, or similar agent appointed by order of any court of competent
jurisdiction to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination
of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without
limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all
copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted
or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that
may have become due before such expiration or termination or entitle Customer to any refund.
(d) Survival. This Section 10(d) and Sections 1, 4, 5, 6, 7, 8, 9, and 11 survive
any termination or expiration of this Agreement. No other provisions of this Agreement survive
the expiration or earlier termination of this Agreement.
11. Miscellaneous.
(a) Entire Agreement. This Agreement, together with the Order Form and any
other documents incorporated herein by reference, constitutes the sole and entire agreement of the
Parties with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous understandings, agreements, and representations and warranties, both written
and oral, with respect to such subject matter. In the event of any inconsistency between this
Agreement and the User Terms, the terms and conditions of this Agreement will take precedence.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and
other communications hereunder shall be in writing and shall be deemed to have been given: (i)
when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by
facsimile (with confirmation of transmission) if sent during normal business hours of the recipient,
and on the next business day if sent after normal business hours of the recipient; or (iv) on the third
day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent to the respective parties at the addresses set forth on the Order
Form (or to such other address as may be designated by a party from time to time in accordance
with this Section 11(b)).
(c) Force Majeure. In no event shall Provider be liable to Customer, or be
deemed to have breached this Agreement, for any failure or delay in performing its obligations
under this Agreement, if and to the extent such failure or delay is caused by any circumstances
beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire,
earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages
or slowdowns or other industrial disturbances, or passage of law or any action taken by a
governmental or public authority, including imposing an embargo.
(d) Amendment and Modification; Waiver. No amendment to or modification
of this Agreement is effective unless it is in writing and signed by an authorized representative of
each Party. No waiver by any Party of any of the provisions hereof will be effective unless
explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in
this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or
privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no
single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any
other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Notwithstanding the foregoing, Provider may propose changes to this Agreement by way of notice
through the Services.
(e) Severability. If any provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any
other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction. Upon such determination that any term or other provision is
invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement
so as to affect their original intent as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible.
(f) Governing Law; Submission to Jurisdiction. This Agreement is governed
by and construed in accordance with the internal laws of the State of California without giving
effect to any choice or conflict of law provision or rule that would require or permit the application
of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or
proceeding arising out of or related to this Agreement or the licenses granted hereunder will be
instituted exclusively in the federal courts of the United States or the courts of the State of
California in each case located in the city of Santa Clara and County of Santa Clara, and each Party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or
proceeding.
(g) Assignment. Customer may not assign any of its rights or delegate any of
its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or
otherwise, without the prior written consent of Provider. Any purported assignment or delegation
in violation of this Section will be null and void. No assignment or delegation will relieve the
assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon
and inures to the benefit of the Parties and their respective permitted successors and assigns.
(h) Equitable Relief. Notwithstanding any other provision herein, each Party
acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations
under Section 5 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 and agrees that, in the event
of such breach or threatened breach, the other Party will be entitled to equitable relief, including a
restraining order, an injunction, specific performance, and any 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.
(i) Independent Contractor. Nothing herein will be construed as creating a
partnership relationship, employment relationship, joint venture relationship or agency
relationship between the Parties, or as authorizing either Party to act as agent for the other.