Posted/Revised: January 1, 2021 

MPOWR COMMUNITY USER TERMS OF SERVICE

These Terms of Service (referred to periodically as the “Agreement” or “Terms of Service”) govern Your access to and use of the MPOWR Community software service (referred to as “MPOWR Community” or the “System”). MPOWR Community is owned and licensed by MPOWR Group, LLC, an Illinois corporation, whose principal place of business is 303 N. Main Street, Ste 800, Rockford, IL 61101 (referred to as “MPOWR”). We may periodically refer to the person signing this Agreement as “You” and “Your.” Also, depending upon whether or not You create an MPOWR Community Account, we may refer to You as a Community Member or a Community Anonymous User.

Non-Binding Summary

The MPOWR Community User Terms of Service contain a lot of detail that is necessary to protect everyone who uses the System. To help You navigate these Terms of Service more quickly, we provide the following non-binding summary:

  • The introductory paragraphs describe who can use the System and the different types of individual users who are subject to this Agreement. You may not use the System unless You are at least 13 years old and live in North America.
  • The introductory paragraphs also contain links to our acceptable use policy and our privacy policy. Please read these carefully so You understand how we use Your personal information and the restrictions we place on Your use of our software.
  • Section 1 contains important definitions that we use throughout this Agreement.
  • Section 2 describes Your basic rights to use the System. Basically, the System is not an emergency service, and You must use the System in a secure and lawful manner.
  • Section 3 explains the licenses that You grant to MPOWR in order to use the System:
    • You grant us a license to display Your personal information when a Community Organization searches for individuals within the System.
    • You grant us a license to share Your personal information with any Community Organization that You have designated as “authorized.” You can revoke Your sharing authorization, but the revocation may only be effective for new information that You enter into Your Account after the date of Your revocation.
    • You grant us a license to facilitate “Referral Transactions” on Your behalf. For example, one Community Organization may decide to refer You to another Community Organization, and they will share Your personal information when this happens.
    • You grant us a license to host and manage any information that You enter into the System in order to operate the System.
    • You grant us a license to use Your personal information in order to create de-identified data. For example, we may use Your information for research purposes if we first remove identifiers such as Your name and address.
    • You grant us a license to use Your personal information as described in our privacy policy.
  • Section 4 clarifies that MPOWR owns all intellectual property rights in the System, including any suggestions or feedback that You might send us.
  • Sections 5 and 6 contain very important provisions that disclaim all warranties for the System and limit our liability. Please read these sections very carefully because they contain significant limitations on Your right to bring legal actions against us.
  • Section 7 describes how this Agreement may be terminated, and what happens upon any termination.
  • Section 8 contains important provisions that describe how this Agreement should be administered and interpreted. For example, this section describes how we give notices to each other, how disputes between us will be resolved, and how this Agreement can be amended.

Binding Agreement

By proceeding to use the System in any way, You agree to be bound as follows:

(a)  If You are creating an MPOWR Community Account, then we refer to You as a “Community Member.” All the terms and conditions in this Agreement apply to Community Members.

(b)  If You are using the System without creating an MPOWR Community Account, then we refer to You as a “Community Anonymous User.” All the terms and conditions in this Agreement apply to Community Anonymous Users except those which specifically reference Community Members. For example, Community Anonymous Users must adhere to the following provisions:

•  The Age Restriction and Dependents section below; •  The Incorporated Terms referenced below •  The Territorial Restrictions referenced below; and •  Sections 2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, and 4 through 8.

Age Restrictions and Dependents

You must be at least 13 years of age to use the System, and no individual under 13 years of age may use the System on Your behalf, provide Community Individual Data (defined below) to MPOWR, or submit Community Individual Data through the System. If You use the System to store or manage information for a third party, such as Your child, (referred to herein as “Your Dependent”), You represent and warrant that You are the parent, guardian, or other authorized individual with respect to Your Dependent, and that You have all rights and authorizations necessary to enter information relating to Your Dependent and to grant the licenses described in Section 3 below with respect to the Community Individual Data associated with Your Dependent. If MPOWR has actual knowledge during the Term of this Agreement that You are no longer the parent, guardian, or other authorized individual with respect to Your Dependent, MPOWR may restrict or remove Your access to Community Individual Data associated with Your Dependent in accordance with applicable laws and regulations.

Incorporated Terms

This Agreement is subject to the following additional terms, all of which are hereby incorporated into this Agreement:

Territorial Restrictions

The System is only available within North America. Accordingly, by accepting this Agreement and using the System, You hereby represent and warrant that You are a resident of a sovereign state or dependent territory within North America, and that Your use of the System will occur only within North America. If You relocate Your lawful residence outside North America, You must cancel Your Account as provided below. Any information You provided to MPOWR prior to cancelling Your Account will be retained and managed in accordance with the MPOWR Community Privacy Policy. BY PROCEEDING TO USE THE SYSTEM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SYSTEM. In consideration of the mutual promises set forth below, the receipt and sufficiency of which consideration the parties hereby acknowledge, the parties agree that the aforementioned recitals are accurate and part of this Agreement, and further agree as follows:

1.  DEFINITIONS.

1.1  Account. The term “Account” means a unique identity within the System that may be established and maintained by Community Members.

1.2.  Community Individual Data. The term “Community Individual Data” means information that can be used to identify You, directly or indirectly, alone or together with other information. Your Community Individual Data includes information that You enter for Your Dependents, as defined above. Community Individual Data includes the following types of information associated with You, Your Dependents, or Your Account (defined below):

(a)  Account Management Information. The term “Account Management Information” means the information in the Account Management section of a Community Member’s Account, including the Account settings, Account configuration options, private messages Community Members may send or receive using the System, and a Community Member’s Account activity.

(b)  Profile Personal Information. The term “Profile Personal Information” refers to the section of a Community Member’s Account that uniquely identifies the Community Member, such the Community Member’s name, address, telephone number, e-mail address, date of birth, Social Security Number, and other personally identifying attributes that Community Members provide when setting up or maintaining an MPOWR Community Account. Profile Personal Information does not include Account activity or personal history. Thus, for example, Profile Personal Information does not include information about a Community Member’s financial or medical condition, relationships or experiences with Community Organizations, or other information that has a function or purpose that goes beyond simply describing a Community Member’s unique identity within the System unless a Community Member specifically enters this type of information when completing the Profile Personal Information section of an MPOWR Community Account.

(c)  Profile Detail Information. The term “Profile Detail Information” refers to the information within a Community Member’s Account that is outside the Account Management Information and Profile Personal Information. Thus, for example, Profile Detail Information might include information about a Community Member’s financial or medical condition, relationships or experiences with Community Organizations, the list of Community Organizations (defined below) that a Community Member may follow or authorize, and any other information outside the Account Management Information and Profile Personal Information that a Community Member provides when setting up or maintaining an MPOWR Community Account. EACH COMMUNITY MEMBER ACKNOWLEDGES AND ACCEPTS THAT PROFILE DETAIL INFORMATION MAY CONTAIN HISTORY OR TREATMENT INFORMATION RELATING TO MENTAL HEALTH, ALCOHOL OR DRUG ABUSE, GENETIC TESTING RESULTS, AND/OR AIDS/HIV TEST RESULTS.

(d)  Referral Information. The term “Referral Information” means information about You that is transmitted through the System in conjunction with a Referral Transaction (defined below). Referral Information specifically means the following information about You: (i) Your Profile Personal Information (or a subset thereof); (ii) the name of the Community Organization who initiates a Referral Transaction on Your behalf; (iii) the name of the Community Organization to whom You have been referred; (iv) the type of service(s) for which You have been referred; and (v) other information that is specifically related to facilitating the Referral Transaction. You may review the Referral Information for any Referral Transaction that You or a Community Organization initiates on Your behalf by logging into Your Account.

1.3.  Community Organization. The term “Community Organization” means users of the System who provide services to You and other Community Members or Community Anonymous Users. Community Organizations may include healthcare providers, social services providers, and other individuals or organizations (other than Community Members and Community Anonymous Users) You may follow or with whom You may communicate using the System and Your Account. The term “Community Organization” includes the employees, volunteers, and other authorized users of a Community Organization’s workforce, as well as any agents or contractors with whom a Community Organization may work in conjunction with providing services to You and other Community Members.

1.4.  Referral Transaction. The term “Referral Transaction” means the process by which You may be referred to one or more Community Organizations from time to time. You may initiate a Referral Transaction directly through Your Account, and any Community Organization may initiate a Referral Transaction to another Community Organization on Your behalf. When a Referral Transaction is initiated by You or a Community Organization, Your Referral Information (defined above) will be transmitted through the System to the receiving Community Organization.

1.5.  User Generated Content. The term “User Generated Content” means all information that You create or enter into the System. User Generated Content includes Your Community Individual Data, as well as other System activity You may create, such as private messages and any other elements that You may upload or share through the System, such as video, audio, photographs, images, and text.

2.  ACCESS TO & USE OF THE SYSTEM. You are hereby granted a non-exclusive and non-transferable license to access and use the System in accordance with this Agreement, the MPOWR AUP and the MPOWR Community Privacy Policy. Whether or not You proceed to create an Account within the System, all of the terms in this Section 2 apply to Your access and use of the System.

2.1.  Not an Emergency Service. The System is provided for Your convenience and for the purpose of allowing You and Your Community Organizations to communicate with respect to non-emergency services only. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY OR REQUIRE URGENT MEDICAL ASSISTANCE, YOU MUST CALL 911 IMMEDIATELY.

2.2.  Third-Party Content. The System may make information available to You from third-party sources, such as content that is posted or otherwise transmitted to You by Community Organizations (referred to as “Third-Party Content”). MPOWR is not responsible for Third-Party Content and does not endorse any third parties or Community Organizations. Your use of Third-Party Content is solely at Your own risk, and by using the System You agree to assume all responsibility for the accuracy and usefulness of any Third-Party Content.

2.3.  Third-Party Services. You may use the System to communicate with, and receive services from, Community Organizations who also use the System (referred to as “Third-Party Services”). MPOWR is not responsible for Third-Party Services, and does not endorse any third parties or Community Organizations. Your use of Third-Party Services is solely at Your own risk, and You agree to assume all responsibility for Third-Party Services You may receive in association with Your use of the System.

2.4.  Acceptable Use. In Your use of the System, You shall not: (i) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System; (ii) provide System passwords or other log-in information to any third party; (iii) share non-public System features or content with any third party; (iv) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; or (v) engage in (or permit any third party to engage in) web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. In the event that it suspects any breach of the requirements of this Section 2.4, including without limitation by third parties accessing the System through Your Account, MPOWR may suspend Your access to the System without advanced notice, in addition to such other remedies as MPOWR may have. Neither this Agreement nor the AUP requires that MPOWR take any action against You or any other System user or other third party for violating the MPOWR AUP, this Section 2.4, or this Agreement, but MPOWR is free to take any such action it sees fit.

2.5.  Unauthorized Access. You shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting Your passwords and other log-in information. You shall notify MPOWR immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.

2.6.  Compliance with Laws. In Your use of the System, You shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of data.

2.7.  System Revisions. MPOWR may change the features and functionality of the System at any time. In the event that MPOWR makes a change to the System’s features or functionality which has a material impact upon Your use of the System, You may (as Your sole and exclusive remedy) terminate this Agreement as described in Section 7 below.

3.  LICENSES YOU GRANT TO MPOWR.

3.1.  Community Organization Search Results. You acknowledge and accept that a critical function of the System is to permit Community Organizations to search for Community Members within the System in order to provide services to Community Members. Accordingly, if You sign up as a Community Member, You grant MPOWR a non-exclusive, royalty-free, perpetual (subject to the MPOWR Community Privacy Policy), and fully sublicensable license and authorization to: (i) use Your Profile Personal Information to implement, operate, and otherwise provide the functionality necessary for Community Organizations to search for Community Members within the System; and (ii) display, perform, and distribute Your Profile Personal Information to Community Organizations as part of their Community Member search results.

3.2.  Authorized Community Organization Access. You acknowledge and accept that a critical function of the System is to provide Community Members with a tool to share personal information with certain Community Organizations that a Community Member may select and authorize. When a Community Member adds a Community Organization to his or her Account and uses his or her Account controls to designate that Community Organization as “authorized”, we refer to that Community Organization as an “Authorized Community Organization.” If You sign up as a Community Member, You grant MPOWR a non-exclusive, royalty-free, and fully sublicensable license and authorization to disclose, distribute, and display all the information in Your Account, other than Account Management Information, to Your Authorized Community Organizations. This is a broad license to disclose Your personal information to any and all Community Organizations that You designate as “authorized” (including Your Profile Personal Information, Your Profile Detail Information, and any information that You send directly to a Community Organization using a Community Organization’s custom fields, forms, templates and similar tools). With respect to Authorized Community Organizations, You further accept and acknowledge the following provisions:

(a)  When You authorize a Community Organization to access Your personal information, Your personal information may be available to any employees, volunteers, staff, agents, subcontractors, and other individuals or organizations with whom an Authorized Community Organization may permit access to its data and applications.

(b)  It is Your sole responsibility to verify the identity and authority of any Authorized Community Organizations with whom You use the System to interact, as well as the privacy and data security practices of Your Authorized Community Organizations. MPOWR assumes no liability or responsibility for a Community Organization misidentifying itself, or for any misuse of information by an Authorized Community Organization. MPOWR may (but is not required to) examine the credentials of any Community Organization or conduct background checks or other investigations with respect to any Community Organizations or any Community Organization’s employees, volunteers, staff, agents, subcontractors, or other individuals or organizations with whom a Community Organization may permit access to its data and applications.

(c)  You acknowledge and accept that Authorized Community Organizations may use the System to store Your personal information and thereby retain copies of this information (including copies stored in a system that is not owned or controlled by MPOWR). Accordingly, although You may revoke the authorized status of an Authorized Community Organization using controls made available within Your Account, Your revocation will not be effective with respect to any of Your personal information that was shared with an Authorized Community Organization prior to the effective date of Your revocation.

3.3.  Referral Information. You acknowledge and accept that a critical function of the System is to provide You and Community Organizations with the ability to initiate Referral Transactions (defined above) in order to connect You with services and resources. Accordingly, You grant MPOWR a non-exclusive, royalty-free, and fully sublicensable license and authorization to: (i) use Your Referral Information (defined above) to implement, operate, and otherwise provide the functionality necessary for You, as well as any Community Organizations, to initiate Referral Transactions on Your behalf; and (ii) display, perform, and distribute Your Referral Information to any Community Organizations who are associated with a Referral Transaction. You acknowledge and accept that a Referral Transaction is an important business, service, and/or treatment record of a Community Organization, and that Community Organizations have a legitimate interest in retaining a record of any Referral Transaction with which they may be named, designated, or associated. Accordingly, Your Referral Information may be perpetually stored and made available to any Community Organizations associated with a Referral Transaction.

3.4.  User Generated Content. For all User Generated Content, You grant MPOWR a non-exclusive, royalty-free, perpetual (subject to the MPOWR Community Privacy Policy), and fully sublicensable license to translate, modify (for technical purposes, for example making sure Your content is viewable on a mobile phone as well as a computer), store, reproduce, display, perform, and otherwise act with respect to Your User Generated Content, in each case to enable us to operate the System and provide the System to You. MPOWR reserves the right, but has no obligation, to monitor or remove User Generated Content as needed to ensure compliance with this Agreement and the AUP.

3.5.  Limited-Audience User Generated Content. If You share User Generated Content in a manner that only certain specified users can view, such as a private message to one or more other users (referred to as “Limited-Audience User Generated Content”), then, in addition to the license granted under Section 3.4 above, You grant MPOWR a license to display, perform, and distribute Your Limited- Audience User Generated Content for the purpose of making the Limited-Audience User Generated Content accessible to such other specified users, and providing the System resources necessary to do so. Additionally, You grant such other specified users a license to access Your Limited-Audience User Generated Content, and to use and exercise all rights in it as permitted by the functionality of the System.

3.6.  Public User Generated Content. If You share User Generated Content in a manner that is intended to be viewed beyond Limited-Audience User Generated Content (referred to as “Public User Generated Content”), then, in addition to the license granted under Section 3.4 above, You grant MPOWR a license to display, perform, and distribute such Public User Generated Content for the purpose of making that Public User Generated Content accessible to all System users and providing the System resources necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Generated Content in connection with the System and/or otherwise in connection with MPOWR’s business for any purpose. Additionally, You grant all other users of the System a license to access that Public User Generated Content, and to use and exercise all rights in it, as permitted by the functionality of the System.

3.7.  Aggregate Data. You grant MPOWR a non-exclusive, royalty-free, perpetual license to use Community Individual Data to create de-identified, anonymous, pseudonymized and/or aggregate data by removing or masking personally identifiable components (such as Your name, address, and other attributes that can be used to specifically identify You). MPOWR will create and use de-identified, anonymous and pseudonymized data in accordance with the laws and regulations applicable to such data.

3.8.  MPOWR Community Privacy Policy. You grant MPOWR a non-exclusive, royalty-free, perpetual license to use Community Individual Data as described in the MPOWR Community Privacy Policy.

4.  IP & FEEDBACK.

4.1.  IP Rights to the System. MPOWR retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant You any intellectual property license or rights in or to the System or any of its components. You recognize that the System and its components are protected by copyright and other laws.

4.2.  Feedback. MPOWR has not agreed to and does not agree to treat as confidential any Feedback (as defined below) You may provide to MPOWR, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict MPOWR’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting You. Feedback will not be considered Confidential Information. In consideration for the potential to receive improved features and functionality within the System, You hereby irrevocably transfer, assign, and convey to MPOWR all Feedback that You provide with respect to the System. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of MPOWR’s products or services.)

5.  REPRESENTATIONS & WARRANTIES.

5.1.  From You. You represent and warrant that: (i) You have the full right and authority to enter into, execute, and perform the obligations under this Agreement; (ii) You have accurately identified Yourself and have not provided any inaccurate information about Yourself to or through the System; (iii) Your use of the System will comply with all applicable laws including without limitation the CAN-SPAM Act of 2003; (iv) Your use of the System will not violate or infringe any third party’s intellectual property right or right of publicity; and (v) You are an individual 13 years or older.

5.2.  Warranty Disclaimers. YOU ACCEPT THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (i) MPOWR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (ii) MPOWR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (iii) MPOWR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT DATA YOU PROVIDE TO THE SYSTEM WILL REMAIN PRIVATE OR SECURE.

6.  LIMITATION OF LIABILITY. MPOWR’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND YOUR USE OF THE SYSTEM WILL NOT EXCEED $500.00. IN NO EVENT WILL MPOWR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SYSTEM. THE LIABILITIES LIMITED BY THIS ARTICLE 7 APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF MPOWR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS ARTICLE 6, MPOWR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. FOR THE AVOIDANCE OF DOUBT, MPOWR’S LIABILITY LIMITS AND OTHER RIGHTS SET FORTH IN THIS ARTICLE 6 APPLY LIKEWISE TO MPOWR’S AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND OTHER REPRESENTATIVES.

7.  TERMINATION. Either You or MPOWR may terminate Your use of the System (including termination of Your Account if You are a Community Member) for any reason and without advanced notice. Upon termination of this Agreement by either party, You shall cease all use of the System. MPOWR may permanently erase all Community Individual Data thirty (30) days after any termination, suspension, or cancellation of Your account by either party for any reason, but MPOWR may also retain Community Individual Data as permitted under the MPOWR Community Privacy Policy, the licenses You granted under Section 3 above, and any authorizations you have issued under Section 3.2 above. Following termination of a Community Member’s Account, or if a Community Member or Community Anonymous User removes any User Generated Content from the System, we may retain such User Generated Content for a commercially reasonable period of time for backup, archival, or audit purposes, or as otherwise required or permitted by law. If either You or MPOWR terminates this Agreement or cancels Your Account, the terms of this Agreement will survive as needed to give proper effect to the intent and purpose of this Agreement. Specifically, and without limiting the foregoing, the following sections will survive any termination: 2, 3, 4, 5, 6, and 8.

8.  MISCELLANEOUS.

8.1.  Assignment, Severability & Waiver. You may not assign this Agreement or any of its rights or obligations hereunder without MPOWR’s express written consent. MPOWR may transfer or assign all or any part of its rights under this Agreement and will have the right to delegate or use third-party contractors to fulfill its duties and obligations under this Agreement and in connection with the System. Except to the extent forbidden in this Section 8.1, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

8.2.  Construction. This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Illinois, including without limitation applicable federal law, without reference to: (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (ii) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (iii) other international laws. The parties’ consent to the personal and exclusive jurisdiction of the federal and state courts of Rockford, Illinois. This Section 8.2 governs all claims arising out of or related to this Agreement, including without limitation tort claims. In the event of any conflict between this Agreement and any MPOWR policy posted online, including without limitation the MPOWR AUP or MPOWR Privacy Policy, the terms of this Agreement will govern. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

8.3.  Technology Export. You shall not: (i) permit any third party to access or use the System in violation of any U.S. law or regulation; or (ii) export any software provided by MPOWR or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, You shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo or sanctions (a current list of such countries and territories is available from the U.S. Department of the Treasury).

8.4.  Amendment. MPOWR may amend this Agreement from time to time. If You are a Community Member, MPOWR may amend this Agreement by providing You with electronic notice through Your Account, and Your continued use of or access to the System after such effective date will constitute Your acceptance of the amended terms. If You are a Community Anonymous User, You are subject to the version of this Agreement that You accept each time You use the System. If You do not accept any amended terms, You may not continue using or accessing the System. This Agreement may not be amended in any other way except through a written agreement that is signed by authorized representatives of each party.