Community Organization Terms of Service

Posted/Revised: January 1, 2021

MPOWR COMMUNITY ORGANIZATION TERMS OF SERVICE

These MPOWR Community Organization 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,” “Your,” or a “Community Organization Authorized User.”

Non-Binding Summary

The MPOWR Community Organization 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 organizational users who are subject to this Agreement. This section also contains links to our acceptable use policy and our privacy policy.
Section 1 contains important definitions that we use throughout this Agreement.
Section 2 describes Your basic rights to use the System, including how You can get support and documentation.
Section 3 explains how we charge for subscriptions and value-added features that we may offer from time to time.
Section 4 outlines Your basic responsibilities and restrictions when using the System. We expect You to use the System in a lawful manner, and we expect You to know what laws apply to You and Your Community Organization. We also expect You to be responsible for what Your authorized users do within the System.
Section 5 describes the specific purposes for which You may use the System. Generally speaking, You may only use the System to store and manage Your Community Organization’s data, and to exchange certain information with other Community Organizations as needed to help the people You serve. Again, You may only do these things if permitted by law, and You are solely responsible for complying with any and all laws that apply to You and Your Community Organization.
Section 6 describes Your obligation to use appropriate information security practices. These requirements are meant to protect everyone who uses our System, and to create a common framework among all of our users in order to help our System remain as secure as it can be.
Section 7 describes the licenses that You grant to MPOWR. You own Your data, and You give us the licenses we need to operate the System.
Section 8 clarifies that MPOWR owns all intellectual property rights in the System, including any suggestions or feedback that You might send us.
Section 9 recognizes that both You and MPOWR may exchange information that we each consider confidential. We may each use the others’ confidential information for the purpose of following this Agreement, and we will not disclose the others’ confidential information except as permitted by this Agreement.
Sections 10, 11, and 12 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 13 describes how this Agreement may be terminated, and what happens upon any termination.
Section 14 provides information about MPOWR’s data retention and data deletion practices.
Section 15 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

These Terms of Service are an integral component of the MPOWR Community Order process, as well as the Community Organization profile creation process. By proceeding to create an MPOWR Community Account or a Community Organization profile You agree to be bound as follows:

(a) If You are creating a new MPOWR Community Account, you agree to these Terms of Service individually on Your own behalf. Additionally, when you become a Community Organization Authorized User, You agree that you will not cause Your Community Organization to breach these Terms of Service.

(b) If You are creating a new Community Organization within MPOWR Community, You are agreeing to these Terms of Service on behalf of the Community Organization You represent.

BY CREATING AN MPOWR COMMUNITY ACCOUNT OR A COMMUNITY ORGANIZATION PROFILE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THESE TERMS OF SERVICE, THAT YOU UNDERSTAND THESE TERMS OF SERVICE, AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT CREATE A COMMUNITY ORGANIZATION PROFILE AND YOU MAY NOT USE THE SYSTEM.

FOR ANY COMMUNITY ORGANIZATION PROFILE THAT YOU CREATE WITHIN MPOWR COMMUNITY, YOU REPRESENT AND WARRANT THAT: (a) YOU HAVE ALL REQUISITE POWER AND AUTHORITY TO BIND YOUR COMMUNITY ORGANIZATION TO THE UNDERTAKINGS AND OBLIGATIONS CONTAINED HEREIN; (b) YOUR COMMUNITY ORGANIZATION IS A LEGAL ENTITY OR SOLE PROPRIETORSHIP DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING IN THE STATE OR TERRITORY WITHIN WHICH IT IS ORGANIZED; AND (c) THIS AGREEMENT CONSTITUTES THE LEGAL, VALID, BINDING, AND ENFORCEABLE OBLIGATIONS OF YOUR COMMUNITY ORGANIZATION.

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

MPOWR’s Acceptable Use Policy, currently posted at mpowrcommunity.com/acceptable-use-policy (the “MPOWR AUP”); and
The MPOWR Community Privacy Policy and Notice of Data Practices, currently posted at mpowrcommunity.com/privacy-policy (the “MPOWR Community Privacy Policy”).

The System is only available within North America. Accordingly, by accepting this Agreement and using the System: (i) each Community Organization Authorized User represents and warrants that he or she is a resident of a sovereign state or dependent territory within North America; and (ii) Community Organization hereby represents and warrants that it is organized and has its principle place of business within a sovereign state or dependent territory within North America, and that Community Organization’s use of the System will occur only within North America. If Community Organization reorganizes or relocates its principle place of business outside North America, Community Organization must terminate this Agreement and stop using the System. Any information provided to MPOWR prior to such termination will be retained and managed in accordance with the MPOWR Community Privacy Policy.

In consideration of the mutual promises set forth below, the receipt and sufficiency of which consideration the parties herby 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 or Community Organization Authorized Users.

1.2. Account Management Information. The term “Account Management Information” means the information in the Account Management section of a Community Member’s or Community Organization Authorized User’s Account, including the Account settings, Account configuration options, private messages an individual may send or receive using the System, and the individual’s Account activity.

1.3. Additional Functionality Terms and Conditions. From time to time, MPOWR may make additional features and functionality available to Community Organizations and Community Organization Authorized Users. The term “Additional Functionality Terms and Conditions” means the additional terms and conditions to which Community Organizations and Community Organization Authorized Users must agree in order to receive and use such additional features and functionality within the System.

1.4. Applicable Law. The term “Applicable Law” means any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon a Community Organization or any of its property or to which such Community Organization or any of its property is subject. Applicable Law includes a Community Organization’s certificate of incorporation and by-laws or other organizational or governing documents of such organization, and any mandate contained in law that compels a Community Organization to use or disclose, or prohibits a Community Organization from using or disclosing, any form of personally identifiable information.

1.5. Breach. The term “Breach” means the unauthorized acquisition, access, disclosure, or use of Community Individual Data (defined below). Any event which requires notification to individuals, governmental agencies, or media pursuant to an Applicable Law that pertains to the unauthorized access to information or data shall automatically be deemed a “Breach” under this Agreement.

1.6. Community Individual. The term “Community Individual” means any individual who may use the System to search for and obtain services from Community Organizations. Community Individuals include the following types of users:

(a) Community Member. The term “Community Member” means any individual who creates a Community Member Account in the System and who may use the System to search for and obtain services from Community Organizations.

(b) Community Anonymous User. The term “Community Anonymous User” means any individual who may use the System to search for and obtain services from Community Organizations, but who does not create an Account in the System.

1.7. Community Individual Data. The term “Community Individual Data” means any and all information that a Community Individual (including a Community Member and a Community Anonymous User) may enter into the System. Community Individual Data includes the following types of information:

(a) 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 as his or her name, address, telephone number, e-mail address, date of birth, Social Security Number, and other personally identifying attributes that a Community Member may provide when setting up or maintaining his or her Account. Profile Personal Information does not include a Community Member’s 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 he or she specifically enters this type of information when completing the Profile Personal Information section of his or her Account.

(b) Profile Detail Information. The term “Profile Detail Information” refers to the information within a Community Member’s Account that is outside his or her 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 a Community Member’s Account Management Information and Profile Personal Information that he or she provides when setting up or maintaining his or her Account. PROFILE DETAIL INFORMATION MAY CONTAIN HISTORY OR TREATMENT INFORMATION RELATING TO A COMMUNITY MEMBER’S MENTAL HEALTH, ALCOHOL OR DRUG ABUSE, GENETIC TESTING RESULTS, AND/OR AIDS/HIV TEST RESULTS.

(c) Referral Information. The term “Referral Information” means information about a Community Individual (including a Community Member or Community Anonymous User) that is transmitted through the System in conjunction with a Referral Transaction (defined below). Referral Information specifically means the following information about a Community Individual: (i) in the case of a Community Member, his or her Profile Personal Information (or a subset thereof); (ii) the name of the Community Organization who initiates a Referral Transaction on the Community Individual’s behalf; (iii) the name of the Community Organization to whom a Community Individual has been referred; (iv) the type of service(s) for which a Community Individual has been referred; and (v) other information that is specifically related to facilitating the Referral Transaction. Community Members may review the Referral Information for any Referral Transaction that a Community Organization initiates on his or her behalf by logging into his or her Account.

1.8. Community Organization. The term “Community Organization” means a service provider that is either: (i) a business, non-profit, or governmental entity organized under the laws of a sovereign state or dependent territory within North America; or (ii) an individual providing services as a sole proprietorship. If a Community Member designates a Community Organization as “authorized” using the controls made available to the Community Member within his or her Account, we refer to that Community Organization as an “Authorized Community Organization.”

1.9. Community Organization Authorized User. The term “Community Organization Authorized User” means any natural person who has been authorized to act on behalf of a Community Organization through the System using the controls made available within his or her Account. The term “Community Organization Authorized User” includes the employees, volunteers, and any other member of a Community Organization’s workforce who has been granted access to act on behalf of a Community Organization through the System.

1.10. Community Organization Data. The Term “Community Organization Data” means any and all data that a Community Organization creates, receives, manages, and/or stores within the System. Community Organization Data includes: (i) all User Generated Content; (ii) the text-based content of any custom fields, forms, templates and other System customizations that a Community Organization Authorized User may create using the controls made available within the System; and (iii) information about Community Individuals that a Community Organization may enter, receive and/or store within the System. Community Organization Data does not include Community Individual Data (because that data is entered and owned by Community Individuals). However, Community Organization Data does include information that Community Individuals send directly to a Community Organization using a Community Organization’s custom fields, forms, templates and similar customizations. Community Organization Data also includes any Community Individual Data that is stored directly in the Community Organization’s profile or which the Community Organization exports to an outside system by the Community Organization in accordance with this Agreement.

1.11. Community Organization Policies and Procedures. The term “Community Organization Policies and Procedures” means those written policies and procedures of a Community Organization that govern the Community Organization Authorized Users’ ability to act on behalf of a Community Organization including, but not limited to, conducting Referral Transactions.

1.12. Documentation. The term “Documentation” means information about the use and operation of the System which is provided to Community Organization Authorized Users through the controls made available within their accounts.

1.13. HIPAA Regulations. The term “HIPAA Regulations” means the Standards for Privacy of Individually Identifiable Health Information and the Security Standards for the Protection of Electronic Protected Health Information (45 C.F.R. Parts 160 and 164) promulgated by the U.S. Department of Health and Human Services under the Health Insurance Portability and Accountability Act (HIPAA) of 1996, as in effect on the Effective Date of this Agreement and as may be amended, modified, or renumbered.

1.14. Order. The term “Order” means MPOWR’s applicable online order page(s), flows, in-product screens or other MPOWR-approved ordering document or process describing the products and services you are ordering from us and, as applicable, their permitted scope of use.

1.15. Permitted Purposes. The term “Permitted Purposes” means the purposes for which a Community Organization or any Community Organization Authorized User may use the System as described in Section 5 of this Agreement.

1.16. Referral Transaction. The term “Referral Transaction” means the process by which a Community Individual may be referred to one or more Community Organizations from time to time (either by a self-referral, or a referral from a Community Organization). When a Referral Transaction is initiated by a Community Individual or a Community Organization, the Community Individual’s Referral Information will be transmitted through the System to the receiving Community Organization.

1.17. Service Relationship. The term “Service Relationship” means an active customer or client relationship between a Community Organization and a Community Individual, but only if such relationship is: (i) established and maintained in the Community Organization’s normal and lawful course of operations; and (ii) consistent with the services which the Community Organization holds itself out to the public as providing.

1.18. Subscription. The term “Subscription” means the MPOWR Community license that is purchased pursuant to an Order placed by a Community Organization or Community Organization Authorized User.

1.19. User Generated Content. The term “User Generated Content” means all information that a Community Organization Authorized User may create or enter into the System on behalf of a Community Organization. User Generated Content includes private messages, public posts, public or private content interactions (such as “likes” or “shares”), video, audio, photographs, images, and text.

2. USE OF THE SYSTEM.

2.1. Use of the System. Subject to the timely payment of all applicable license fees and compliance with these Terms of Service, MPOWR grants You and Your Community Organization a revocable, non-exclusive, non-transferrable, non-sublicensable limited right to access and use the System during the Term of this Agreement and solely for Your Community Organization’s internal business operations.

2.2. Support. During the Subscription term, MPOWR will provide support for the System in accordance with the applicable Support Services Plan, currently posted at mpowrcommunity.com/support-services. Community Organization’s sole and exclusive remedy with respect to any Support Services Plan shall be to terminate this Agreement as described in Section 13 below.

2.3. Service Levels. Subject to Community Organization’s use of the System in accordance with this Agreement and the Documentation, MPOWR shall use commercially reasonable efforts to make the System available 24 hours per day, 7 days a week, except for: (a) planned downtime (for which MPOWR shall give advance electronic notice) and (b) any unavailability caused by circumstances beyond MPOWR’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving MPOWR employees), public health emergency, Internet service provider failure or delay, Non-MPOWR Application, or denial of service attack. Certain MPOWR products and services may also be covered under the MPOWR Service Level Agreement found at mpowrcommunity.com/sla.

2.4. Documentation. Community Organization may reproduce and use the Documentation solely as necessary to support Community Organization Authorized Users’ use of the System.

2.5. 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 Community Organization’s use of the System, Community Organization may (as its sole and exclusive remedy) terminate this Agreement as described in Section 13 below.

3. PAYMENT.

3.1. Subscription Fee. Community Organization or Community Organization Authorized User (as applicable) shall pay MPOWR the fees as described on the Order and as selected during the account or profile creation process, or a subsequent upgrade process (the “Subscription Fee”). Community Organization authorizes MPOWR to automatically charge the payment card provided during the account creation or upgrade process, and Community Organization agrees to maintain a current and valid payment card on file as a payment mechanism for the applicable Subscription Fees.

3.2. Payment Requirements. In the event of a late payment, Community Organization shall pay interest charges from the time the Subscription Fee was due at the rate that is the lower of 1.75% per month or the highest rate permissible under applicable law (except for amounts under reasonable and good faith dispute). MPOWR will not be required to refund Subscription Fees under any circumstances. In the event of a full or partial default in payment exceeding 7 days after the date any Subscription Fees are due, Community Organization agrees that: (a) all access to the System may be terminated; (b) the amount due for the term of the Agreement will accelerate and become immediately due and payable, and (c) Community Organization shall pay for all reasonable costs of collection, including collection agency fees, court costs and attorney’s fees (including those which are incurred prior to litigation). No acceptance by MPOWR of any payment marked with any restrictive or conditional endorsement will be deemed a waiver of any rights MPOWR may have or reserve under the law.

3.3. Taxes. Amounts due under this Agreement are payable to MPOWR without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If applicable law requires withholding or deduction of such taxes or duties, Community Organization shall separately pay MPOWR the withheld or deducted amount. However, the preceding two sentences do not apply to taxes based on MPOWR’s net income.

4. COMMUNITY ORGANIZATION AND AUTHORIZED USER RESPONSIBILITIES & RESTRICTIONS.

4.1. Compliance with Laws. Each Community Organization and Community Organization Authorized User shall, at all times, fully comply with all Applicable Law relating to this Agreement, its use of the System, and sending, receiving, maintaining, using or disclosing Community Individual Data.

4.2. Accuracy of Community Organization Information. Community Organization, and the Community Organization Authorized User who creates a profile on behalf of Community Organization, each represent and warrant that they have provided, and shall continue to provide, MPOWR with true and accurate information identifying and describing the Community Organization within the System. Community Organization and the Community Organization Authorized User who creates a profile on behalf of Community Organization each have a continuing duty to maintain the accuracy of such information and update such information with any material changes. Community Organization acknowledges that MPOWR reserves the right to confirm or otherwise verify or check, in its sole discretion, the completeness and accuracy of any information provided by a Community Organization at any time, and Community Organization shall reasonably cooperate with MPOWR in such actions given reasonable prior

4.3. Community Organization Policies and Procedures. Community Organization shall have Community Organization Policies and Procedures governing all use of the System by its Community Organization Authorized Users. Each Community Organization acknowledges that Community Organization Policies and Procedures will differ among them as a result of differing Applicable Law and business practices. Each Community Organization shall be responsible for determining whether and how to conduct Referral Transactions based on the application of its Community Organization Policies and Procedures to the underlying Referral Information.

4.4. Express Warranty of Authority to Conduct Referral Transactions. To the extent Community Organization conducts Referral Transactions and provides Referral Information to another Community Organization, Community Organization represents and warrants that it has sufficient authority to transmit such Referral Information and conduct the Referral Transaction.

4.5. Accuracy of Referral Information. When conducting Referral Transactions, each Community Organization represents and warrants that at the time of transmission, the Referral Information it provides is (i) an accurate representation of the Referral Information; (ii) sent from a system that employs security controls that meet the Community Organization Security Requirements described in this Agreement below, so that Referral Information being transmitted will be free from malicious software; and (iii) provided in a timely manner.

4.6. Managing Community Organization Authorized Users.

(a) Community Organization represents and warrants that it has valid and enforceable relationships with each of its Community Organization Authorized Users (which may be in the form of written agreements or employment relationships that are supported by employment policies, training and sanctions) that require the Community Organization Authorized User to, at a minimum: (i) comply with all Applicable Law; (ii) reasonably cooperate with the Community Organization on issues related to this Agreement; (iii) use the System only for Permitted Purposes (defined below); (iv) use Community Individual Data received from another Community Organization or Community Organization Authorized User in accordance with the terms and conditions of his or her Community Organization Authorized User Terms of Service; (v) as soon as reasonably practicable after determining that a Breach has occurred, report such Breach to Community Organization; and (vi) refrain from disclosing to any other person any passwords or other security measures issued to the Community Organization Authorized User by Community Organization.

(b) Community Organization agrees: (i) that it will train its Community Organization Authorized Users about the requirements of this Agreement, the corresponding Community Organization Authorized User Terms of Service, and the Community Organization Policies and Procedures; and (ii) that it will enforce the requirements set forth within the Community Organization Authorized User Terms of Service with respect to each of its Community Organization Authorized Users by applying sanctions and/or limiting or removing access to the System where necessary or appropriate.

(c) Each Community Organization shall employ a process by which the Community Organization validates sufficient information to uniquely identify each person seeking to become a Community Organization Authorized User prior to granting the person access to the Community Organization’s profile or the ability to act on the Community Organization’s behalf.

4.7. Acceptable Use. Community Organization and Community Organization Authorized Users may 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 4.7, including without limitation by third parties accessing the System through a Community Organization Authorized User’s Account or Community Organization’s profile, MPOWR may suspend access to the System without advanced notice, in addition to such other remedies as MPOWR may have. Neither this Agreement nor the MPOWR AUP requires that MPOWR take any action against Community Organization, or any other System user or other third party, for violating the MPOWR AUP, this Section 4.7, or this Agreement, but MPOWR is free to take any such action it sees fit.

4.8. Applicability of HIPAA Regulations. Some Community Organizations may be Covered Entities, or Business Associates, as those terms are defined in the HIPAA Regulations. To clarify how the HIPAA Regulations apply to any use of the System, all Community Organizations and their Community Organization Authorized Users acknowledge and agree as follows:

(a) Each Community Organization uses the System on its own behalf and not as a service to any other Community Organization. Therefore, Community Organizations do not intend to become each other’s Business Associate by virtue of signing this Agreement, using the System, or conducting Referral Transactions.

(b) Each Community Individual uses the System on his or her own behalf as a service that MPOWR provides directly to him or her. Therefore, each Community Individual owns his or her Community Individual Data, and MPOWR is not a Business Associate of any Community Organization solely by virtue of this Agreement or a Community Organization’s use of the System to interact with Community Individuals or to access Community Individual Data pursuant to a Community Individual’s authorization. As a result, this Agreement is not intended to serve as a Business Associate Agreement or create a Business Associate relationship between MPOWR and any Community Organization.

(c) If Community Organization is a Covered Entity or Business Associate, it may not use the System to create, receive, maintain, and/or transmit Protected Health Information unless Community Organization’s System license is included in the list of eligible MPOWR Systems as described at: mpowrcommunity.com/eligible-products. If Community Organization’s System is included in the aforementioned list of eligible MPOWR Systems, then MPOWR and Community Organization agree that the MPOWR Business Associate Agreement located at mpowrcommunity.com/baa is incorporated into and made part of these Terms of Service.

5. PERMITTED PURPOSES. Except as may be provided in Additional Functionality Terms and Conditions, Community Organization and each Community Organization Authorized User may use the System in accordance with the Documentation and for the sole purpose of engaging in the activities listed below.

5.1. To Create, Manage, and Store Community Organization Data. If permitted by the Community Organization Policies and Procedures and Applicable Law, Community Organization and its Community Organization Authorized Users may use the System to create, manage, and store Community Organization Data. With respect to all Community Organization Data, each Community Organization and Community Organization Authorized User represents and warrants that (i) all necessary rights, releases, and permissions have been obtained to collect and store Community Organization Data in the System; and (ii) creating, managing, and storing the Community Organization Data within the System will not violate any Applicable Law or third-party intellectual property, privacy, publicity or similar rights.

5.2. To Send or Receive Information About Community Individuals. Community Organization and its Community Organization Authorized Users may use the System to send or receive information about Community Individuals only as provided in this Section 5.2. Your use of the System is voluntary, and Your right to send or receive individually identifiable information using the System is subject to all Applicable Law. Each Community Organization and Community Organization Authorized User specifically acknowledges that the indemnification duties set forth in Section 11 of this Agreement will apply to any third-party claims arising from the transmission or receipt of individually identifiable information, including claims by Community Individuals based upon an assertion that any use of the System to transmit or receive Community Individual Data was not authorized by the Community Individual or that the transmission or receipt of such information violated any Applicable Law governing the use, disclosure or privacy of individually identifiable information.

(a) Community Member Search. If permitted by the Community Organization Policies and Procedures and Applicable Law, Community Organization and its Community Organization Authorized Users may search for Community Members within the System solely for the purpose of uniquely identifying one or more Community Members with whom Community Organization has a Service Relationship.

(b) Referral Transactions. If permitted by the Community Organization Policies and Procedures and Applicable Law, Community Organization and its Community Organization Authorized Users may initiate Referral Transactions on behalf of Community Individuals with whom Community Organization has a Service Relationship. A Referral Transaction is an electronic transmission of personally identifiable information associated with each Community Individual who is the subject of a Referral Transaction. Community Organization and the applicable Community Organization Authorized User are solely responsible for determining whether they are permitted to disclose this information to the receiving Community Organization, and whether they are permitted to transmit this information electronically.

(c) Access to Referral Information. If permitted by the Community Organization Policies and Procedures and Applicable Law, Community Organization and its Community Organization Authorized Users may receive Referral Transactions and view the Referral Information associated with such Referral Transactions.

(d) Access to Community Member Information. Community Organization and its Community Organization Authorized Users may view the personal information of a Community Member that is made available to them through the System (including Profile Personal Information, Profile Detail Information, and any information that a Community Member sends directly to Community Organization using Community Organization’s custom fields, forms, templates and similar tools) if access to this information is: (i) permitted by the Community Organization Policies and Procedures and Applicable Law; (ii) consistent with the current MPOWR Community Privacy Policy and any applicable Laws governing the privacy of Community Member Information (including a Community Member’s right to request deletion or erasure of personally identifiable information); and (iii) obtained solely through the controls made available by MPOWR within the System.

(e) Export of Community Member Information. Community Organization may export the personal information of a Community Member that is made available to them through the System (including Profile Personal Information, Profile Detail Information, and any information that a Community Member sends directly to Community Organization using Community Organization’s custom fields, forms, templates and similar tools) to a system that is owned or controlled by Community Organization if the receipt and storage of this information is: (i) permitted by the Community Organization Policies and Procedures and Applicable Law; (ii) consistent with the current MPOWR Community Privacy Policy and any applicable Laws governing the privacy of Community Member Information (including a Community Member’s right to request deletion or erasure of personally identifiable information); and (iii) conducted solely using the controls made available by MPOWR within the System.

6. COMMUNITY ORGANIZATION SECURITY REQUIREMENTS.

6.1. General. Each Community Organization shall be responsible for maintaining a secure environment for Community Organization Authorized Users to access and use the System. Community Organizations shall use appropriate safeguards to prevent use or disclosure of Community Individual Data other than as permitted by this Agreement, including appropriate administrative, physical, and technical safeguards that protect the confidentiality, integrity, and availability of that Community Individual Data. Appropriate safeguards for Community Organizations shall be those identified in the HIPAA Security Rule, 45 C.F.R. Part 160 and Part 164, Subparts A and C, as safeguards, standards, “required” implementation specifications, and “addressable” implementation specifications to the extent that the “addressable” implementation specifications are reasonable and appropriate in the Community Organization’s environment. If an “addressable” implementation specification is not reasonable and appropriate in the Community Organization’s environment, then the Community Organization must document why it would not be reasonable and appropriate to implement the implementation specification and implement an equivalent alternative measure if reasonable and appropriate.

6.2. Malicious Software. Each Community Organization shall ensure that it employs security controls that meet applicable industry or regulatory standards so that the Community Organization’s method of accessing the System or conducting Referral Transactions will not introduce any viruses, worms, unauthorized cookies, trojans, malicious software, “malware,” or other program, routine, subroutine, or data designed to disrupt the proper operation of the System or any part thereof or any hardware or software used by a Community Organization in connection therewith, or which, upon the occurrence of a certain event, the passage of time, or the taking of or failure to take any action, will cause the System or any part thereof or any hardware, software or data used by a Community Organization in connection therewith, to be improperly accessed, destroyed, damaged, or otherwise made inoperable. In the absence of applicable industry standards, each Community Organization shall use all commercially reasonable efforts to comply with the requirements of this

6.3. Equipment and Software. Each Community Organization shall be responsible for procuring, and assuring that its Community Organization Authorized Users have or have access to, all equipment and software necessary to use the System. Each Community Organization shall ensure that all computers and electronic devices owned or leased by the Community Organization and its Community Organization Authorized Users to be used to access the System are properly configured, including, but not limited to, the base workstation operating system, web browser, and Internet

6.4. Breach Notification. Each Community Organization agrees that within forty-eight (48) hours of discovering information that leads the Community Organization to reasonably believe that a Breach may have occurred, it shall alert MPOWR to such information even if the incident is under investigation and details are not yet available. A Breach shall be treated as discovered when any Community Organization Authorized User knows or reasonably should know of the circumstances giving rise to the Breach. As soon as reasonably practicable, but no later than five (5) days after determining that a Breach has occurred, the Community Organization shall provide written notice to MPOWR of such Breach. The written notice should include sufficient information for MPOWR to understand the nature of the Breach. For instance, such written notice could include, to the extent available at the time of the written notice, the following information: (i) one or two sentence description of the Breach; (ii) description of the roles of the people involved in the Breach (e.g. employees, Community Organization Authorized Users, service providers, unauthorized persons, etc.); (iii) the type of Community Individual Data Breached; (iv) Community Organizations likely impacted by the Breach; (v) number of individuals or records impacted/estimated to be impacted by the Breach; (vi) actions taken by the Community Organization to mitigate the Breach; (vii) current status of the Breach (under investigation or resolved); and (viii) corrective action taken and steps planned to be taken to prevent a similar Breach.

6.5. Breach Management. With respect to any Breach, Community Organization agrees to: (i) comply with all actions required by Applicable Law and take reasonable steps to prevent further access, disclosure or use; and (ii) provide MPOWR and MPOWR’s information security advisors with all information and access to Community Organization’s computing environment as reasonably requested to determine the nature, cause, and extent of the Breach, the individuals and information involved in the Breach, the remediation efforts taken to stop the Breach, and other information about the Breach that MPOWR reasonably determines is necessary to manage and investigate the Breach. If it is determined that the Breach was caused by the actions or omissions of Community Organization or any Community Organization Authorized Users, Community Organization agrees that MPOWR may, in its sole discretion, require Community Organization to prepare and/or distribute any notifications that may be required by Applicable Law. The Community Organization shall supplement the information contained in the notice as it becomes available and cooperate with other Community Organizations and MPOWR as reasonably requested to investigate the incident. This Agreement shall not be deemed to supersede a Community Organization’s obligations (if any) under relevant security incident, breach notification or confidentiality provisions of Applicable Law. Compliance with this Agreement shall not relieve Community Organizations of any other security incident or breach reporting requirements under Applicable Law including, but not limited to, those related to

6.6. Agreements with Technology Partners. To the extent that a Community Organization uses technology partners in connection with the Community Organization’s use of the System, each Community Organization affirms that it has valid and enforceable agreements with each of its technology partners that require the technology partner to, at a minimum: (i) comply with Applicable Law; (ii) protect the privacy and security of any Community Individual Data to which it has access; and (iii) as soon as reasonably practicable after determining that a Breach occurred, report such Breach to the Community Organization.

7. LICENSES GRANTED TO MPOWR.

7.1. Community Organization Data. Community Organization and each Community Organization Authorized User grants 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 content is viewable on a mobile phone as well as a computer), store, reproduce, display, perform, and otherwise act with respect to Community Organization Data, in each case to enable MPOWR to operate and provide the System. MPOWR reserves the right, but has no obligation, to monitor or remove Community Organization Data as needed to ensure compliance with this Agreement and the MPOWR AUP.

7.2. Limited-Audience Community Organization Data. If a Community Organization Authorized User shares Community Organization Data 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 Community Organization Data”), then, in addition to the license granted under Section 7.1 above, Community Organization and the applicable Community Organization Authorized User grants MPOWR a license to display, perform, and distribute such Limited-Audience Community Organization Data for the purpose of making the Limited-Audience Community Organization Data accessible to such other specified users, and providing the System resources necessary to do so. Additionally, Community Organization and the applicable Community Organization Authorized User grants such other specified users a license to access such Limited-Audience Community Organization Data, and to use and exercise all rights in it as permitted by the functionality of the System.

7.3. Public Community Organization Data. If Community Organization or any Community Organization Authorized User shares Community Organization Data in a manner that it is intended to be viewed beyond Limited-Audience Community Organization Data (referred to as “Public Community Organization Data”), then, in addition to the license granted under Section 7.1 above, Community Organization and the applicable Community Organization Authorized User grants MPOWR a license to display, perform, and distribute such Public Community Organization Data for the purpose of making that Public Community Organization Data 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 Community Organization Data in connection with the System and/or otherwise in connection with MPOWR’s business for any purpose. Additionally, Community Organization and the applicable Community Organization Authorized User grants all other users of the System a license to access that Public Community Organization Data, and to use and exercise all rights in it, as permitted by the functionality of the System.

7.4. Aggregate Data. Community Organization and each Community Organization Authorized User grants MPOWR a non-exclusive, royalty-free, perpetual license to use all information about them within the System to create de-identified, anonymous, pseudonymized and/or aggregate data by removing or masking organizationally identifiable components (such as Community Organization’s name, address, and other attributes that can be used to specifically identify a Community Organization). MPOWR will create and use de-identified, anonymous and pseudonymized data in accordance with the laws and regulations applicable to such data.

8. IP & FEEDBACK.

8.1. 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 Community Organization or any Community Organization Authorized User any intellectual property license or rights in or to the System or any of its components. Community Organization and each Community Organization Authorized User acknowledges that the System and its components are protected by copyright and other laws.

8.2. Feedback. MPOWR has not and does not agree to treat as confidential any Feedback (as defined below) that Community Organization Authorized Users 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 Community Organization its Community Organization Authorized Users. Feedback will not be considered confidential information under any agreements or provisions relating to non-disclosure obligations. In consideration for the potential to receive improved features and functionality within the System, each Community Organization and each Community Organization Authorized User hereby irrevocably transfers, assigns, and conveys to MPOWR all Feedback that it provides with respect to the System. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of MPOWR’s products or services.)

9. CONFIDENTIAL INFORMATION. “Confidential Information” refers to the following items one party (“Disclosing Party”) discloses to the other party (“Receiving Party”): (a) with respect to Community Organization, any Community Organization Data; and (b) with respect to MPOWR, the Documentation, whether or not marked or designated confidential, and any other nonpublic, sensitive information relating to the System or MPOWR’s business and pricing models. When MPOWR is a Disclosing Party, Community Organization and each of its Community Organization Authorized Users are deemed to be a Receiving Party. Confidential Information does not include information that: (i) is in Receiving Party’s possession at the time of disclosure; (ii) is independently developed by Receiving Party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Receiving Party’s improper action or inaction; or (iv) is approved for release in writing by Disclosing Party.

9.1. Nondisclosure. No Receiving Party shall use Confidential Information for any purpose other than authorized under or related to this Agreement (the “Purpose”). Without limiting the generality of the foregoing, each Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any misuse or misappropriation of Confidential Information that comes to its attention. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving Party shall give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense.

9.2. Injunction. The Receiving Party agrees that breach of this Section 9 would cause the Disclosing Party irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, the Disclosing Party will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

9.3. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 9.1 above (Nondisclosure) will terminate 5 years after the date of disclosure; provided that such obligations related to Confidential Information constituting the Receiving Party’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, the Receiving Party shall return all copies of Confidential Information to the Disclosing Party or certify, in writing, the destruction thereof.

9.4. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b) (the “DTSA”), each Party is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:

(a) IMMUNITY. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(b) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual- (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

10. NO REPRESENTATIONS OR WARRANTIES.

10.1. DISCLAIMER OF ALL WARRANTIES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMMUNITY ORGANIZATION AND EACH COMMUNITY ORGANIZATION AUTHORIZED USER ACCEPTS THE SYSTEM “AS IS” AND AS AVAILABLE. MPOWR PROVIDES 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 COMMUNITY ORGANIZATION OR COMMUNITY ORGANIZATION AUTHORIZED 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 COMMUNITY ORGANIZATION PROVIDES TO THE SYSTEM WILL REMAIN PRIVATE OR SECURE.

10.2. Third-Party Content. The System may make information available from third-party sources, such as content that is posted or otherwise transmitted by Community Individuals or other Community Organizations (referred to as “Third-Party Content”). Third-Party Content includes Community Individual Data and Referral Information. MPOWR is not responsible for Third-Party Content, does not endorse any third parties or Community Organizations, and does not verify the accuracy or completeness of any Third-Party Content. Community Organization’s use of and reliance upon Third-Party Content is solely at its own risk, and by using the System Community Organization and each Community Organization Authorized User agrees to assume all responsibility for the accuracy and usefulness of any Third-Party Content.

10.3. Patient Care. To the extent a Community Organization or Community Organization Authorized User is a health care provider, they each acknowledge and agree that Third Party Content obtained through the System is not a substitute for obtaining whatever information such person or entity deems necessary, in his, her, or its professional judgment, for the proper treatment of a patient. The Community Organization or Community Organization Authorized User shall be responsible for all decisions and actions taken or not taken involving patient care, utilization management, and quality management. None of the Community Organizations, by virtue of executing this Agreement, assume any role in the care of any

10.4. Third-Party Services. The System is designed to allow Community Organizations to communicate with other Community Organizations, and to receive or refer services from other Community Organizations (referred to as “Third-Party Services”). MPOWR is not responsible for Third-Party Services, and does not endorse any third parties or Community Organizations. A Community Organization’s use of, or referrals to, Third-Party Services is solely at Community Organization’s own risk. Community Organization and each Community Organization Authorized User agrees to assume all responsibility for Third-Party Services with which they may interact through the System.

11. INDEMNIFICATION. Community Organization and each Community Organization Authorized User shall indemnify and defend MPOWR against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Community Organization’s or a Community Organization Authorized User’s alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Community Organization Authorized Users or by Community Organization’s employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Community Individual Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through a Community Organization Authorized User’s account; (d) claims that use of the System through Community Organization’s profile, or Community Organization Authorized Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising; and (e) infringement claims arising out of or related to the conditions listed in Subsections 11(a) through 11(d) above. Indemnified Claims pursuant to the preceding sentence also include claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Community Organization or of any of its agents, subcontractors, or employees. Indemnified Claims listed above in this Section 11 include, without limitation, claims arising out of or related to MPOWR’s negligence.

12. LIMITATION OF LIABILITY.

12.1. GENERAL LIMITATION. MPOWR’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING COMMUNITY ORGANIZATION’S AND EACH COMMUNITY ORGANIZATION AUTHORIZED USER’S 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 COMMUNITY ORGANIZATION’S OR A COMMUNITY ORGANIZATION AUTHORIZED USER’S USE OF THE SYSTEM. THE LIABILITIES LIMITED BY THIS SECTION 12 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 COMMUNITY ORGANIZATON’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 12, 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 SECTION 12 APPLY LIKEWISE TO MPOWR’S AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND OTHER REPRESENTATIVES.

12.2. NO LIABILITY FOR OTHER COMMUNITY ORGANIZATIONS. EACH COMMUNITY ORGANIZATION AND COMMUNITY ORGANIZATION AUTHORIZED USER HAS AGREED TO COMPLY WITH THIS AGREEMENT. ACCORDINGLY, A COMMUNITY ORGANIZATION SHALL NOT HOLD MPOWR LIABLE FOR ANY ACTS OR OMISSIONS OF ANY OTHER COMMUNITY ORGANIZATION, INCLUDING WITHOUT LIMITATION ACTS OR OMISSIONS THAT RESULT IN THE IMPAIRMENT OF THE PRIVACY, SECURITY, CONFIDENTIALITY, INTEGRITY, AVAILABILITY, OR RESTRICTED USE OF ANY INFORMATION ON A COMMUNITY ORGANIZATION’S SYSTEM RESULTING FROM ANY COMMUNITY ORGANIZATION’S ACTIONS OR FAILURES TO ACT, EXCEPT TO THE EXTENT SUCH ACTION OR FAILURE TO ACT WAS DIRECTED BY MPOWR. COMMUNITY ORGANIZATION AND EACH COMMUNITY ORGANIZATION AUTHORIZED USER’S SOLE AND EXCLUSIVE REMEDY FOR THE FAILURE OF ANY OTHER COMMUNITY ORGANIZATION TO COMPLY WITH ITS DUTIES AND OBLIGIATIONS RELATING TO THE SYSTEM SHALL BE TO TERMINATE THIS AGREEMENT AND/OR RESOLVE ANY DISPUTES DIRECTLY WITH THE APPLICABLE COMMUNITY ORGANIZATION.

13. TERM & TERMINATION.

13.1. Term. The term of this Agreement (the “Term”) will commence on the date that a new Order is created for a Community Organization or a Community Organization Authorized User and shall continue until terminated pursuant to Section 13.2 or 13.3. With respect to each Community Organization Authorized User, the Term of this Agreement shall continue for such time that he or she has an MPOWR Community Account. With respect to each Community Organization, the Term of this Agreement shall continue for such time that it maintains a profile within MPOWR Community.

13.2. Termination Without Cause. For each Order, the Term will continue for the period selected during the Order process, and shall automatically renew for an equivalent period unless either party notifies the other party prior to the expiration of the then-current Term of its intent to not renew. Any notice of non-renewal must be provided using the method provided by MPOWR, which may include account settings in the System or contacting our support team. Cancelling Your Subscription means that You will not be charged for the next billing cycle, but You will not receive any refunds or credits for amounts that have already been charged.

13.3. Termination for Cause. Either party may terminate this Agreement immediately for the other’s material breach of these Terms of Service. Without limiting MPOWR’s other rights and remedies, MPOWR may suspend or terminate Your access to the System at any time, without advanced notice, if MPOWR reasonably concludes that You have violated the MPOWR AUP or the other requirements of this Agreement or You have in any way subjected MPOWR or its other customers to potential liability.

13.4. Effects of Termination. Upon termination of this Agreement, a Community Organization Authorized User shall cease all use of the Account, profile, or other resources which are the subject of the terminated Order and/or Subscription. Upon termination of all outstanding Orders and/or Subscriptions, the Community Organization and Community Organization Authorized User shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. Upon any termination of this Agreement for any reason, 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, 7, 8, 9, 10, 11, 12, 14, and 15.

14. DATA RETENTION AND DELETION. During the Term of this Agreement, and upon termination of this Agreement for any reason, the parties agree that Community Organization Data will be managed as set forth below.

14.1 Access During Term. During the Term, Community Organization may access, extract, export, or delete any Community Organization Data stored in the System using the controls made available to Community Organization Authorized Users within the System. This right is subject to MPOWR’s right to terminate or suspend access to Community Organization’s account as provided in this Agreement. This right is also subject to the other obligations and limitations set forth in this Agreement, including without limitation the provisions of Sections 10 and 12 above, together with the exclusive remedy provisions of any Service Level Agreement that may be incorporated herein.

14.2 Export Prior to Termination. If Community Organization terminates this Agreement for any reason, including by cancelling its subscription as provided under Sections 13.2 or 13.3 above, Community Organization agrees to first export any Community Organization Data and, if permitted under Section 5 above, Community Member Information, it wishes to retain prior to terminating this Agreement or allowing its subscription to expire.

14.3 Export After Termination. Subject to the provisions of Sections 10 and 12 above, MPOWR will use commercially reasonable efforts to retain Community Organization Data for up to thirty (30) days after any termination of this Agreement (the “Data Retention Period”). If Community Organization submits a written request to MPOWR not later than forty-eight (48) hours prior to the expiration of the Data Retention Period, MPOWR will make available to Community Organization for download the then most current version of Community Organization Data (but not its associated Community Member Information) maintained by MPOWR in a commercially reasonable format selected by MPOWR in MPOWR’s sole discretion. Community Organization’s rights and MPOWR’s obligations under this Section 14.3 are subject to Community Organization having paid all amounts due to MPOWR for any agreements or services provided by MPOWR to Community Organization. Additionally, MPOWR may charge Community Organization a fee based on time and materials incurred for MPOWR’s services to collect and make available the Community Organization Data for download.

14.4 Data Retention. Except as provided in Section 14.3 above, MPOWR may permanently erase all Community Organization Data thirty (30) days after any termination, suspension, or cancellation of Community Organization’s account by either party for any reason. Notwithstanding the foregoing, MPOWR may retain portions of the Community Organization Data for its lawful internal business purposes, including if MPOWR is required by law to retain such data. When MPOWR retains Community Organization Data for its lawful internal business purposes, it will do so in accordance with the Data Retention provisions of the MPOWR Community Privacy Policy as it may be amended from time to time.

14.5 Data Deletion Requests. Some jurisdictions may provide Community Organization or Community Organization Authorized Users to request the deletion of Community Organization Data and/or Personal Information (as that term is defined in the MPOWR Community Privacy Policy). MPOWR’s data deletion policies and practices are set forth in the MPOWR Privacy Policy, and Community Organization or Community Organization Authorized Users may submit data deletion requests and described therein.

15. MISCELLANEOUS.

15.1. Independent Contractors. MPOWR and each Community Organization are independent contractors with respect to one another, and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

15.2. Notices. MPOWR may send notices pursuant to this Agreement to the email address provided by each Community Organization Authorized User, and such notices will be deemed received 24 hours after they are sent. Each Community Organization Authorized User may send notices pursuant to this Agreement to MPOWR, Inc. Attn: Office of Legal Counsel, 303 N. Main Street, Ste 800, Rockford, IL 61101, and such notices will be deemed received 72 hours after they are sent.

15.3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, public health emergencies, or other causes beyond the performing party’s reasonable control.

15.4. Assignment & Successors. Neither Community Organization nor any Community Organization Authorized User may assign this Agreement or any of its rights or obligations hereunder without MPOWR’s express written consent. Except to the extent forbidden in this Section 15.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns. 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.

15.5. Severability. 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.

15.6. No Waiver. 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.

15.7. Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of Illinois, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Rockford, Illinois. This Section 15.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.

15.8. Conflicts. In the event of any conflict among the attachments to this Agreement and this main body, the following order of precedence will govern, with lower numbers governing over higher ones: (a) this main body of this Agreement; and (b) any MPOWR policy posted online, including without limitation the MPOWR AUP or MPOWR Community Privacy Policy. No attachment incorporated into this Agreement after execution of this main body will be construed to amend this main body or any earlier attachment unless it specifically states its intent to do so and cites the section or sections amended.

15.9. Technology Export. Community Organization shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) 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, Community Organization 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).

15.10. Entire Agreement. 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.

15.11. Amendment. MPOWR may amend this Agreement, the MPOWR AUP or the MPOWR Community Privacy Policy from time to time by providing Community Organization and each Community Organization Authorized User with electronic notice to the email account provided to MPOWR through the System from time to time. Community Organization and any Community Organization Authorized User’s continued use of the System after such notice will constitute acceptance of the amended terms. Notwithstanding the foregoing, if MPOWR reasonably determines that any amendment of the MPOWR Community Privacy Policy is both material and retroactive in application, MPOWR will obtain the express affirmative consent of Community Organization prior to applying the new MPOWR Community Privacy Policy to Community Organization’s information. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.

15.12. Cooperation. Each Community Organization understands and acknowledges that numerous activities with respect to this Agreement shall likely involve another Community Organization’s employees, agents, and third-party contractors, vendors, or consultants. To the extent not legally prohibited, each Community Organization shall: (i) cooperate fully with each other Community Organization, and any such third parties with respect to such activities as they relate to this Agreement; and (ii) provide such information to each other Community Organization, or such third parties, as they may reasonably request for purposes of performing activities related to this Agreement. Notwithstanding the foregoing, in no case shall a Community Organization be required to disclose: (a) Protected Health Information (as defined in the HIPAA Regulations) in violation of Applicable Law; (b) information that is protected by written or implied duties of non-disclosure; or (c) information that a Community Organization determines (in its sole discretion) is confidential or proprietary information. In seeking another Community Organization’s cooperation, each Community Organization shall make all reasonable efforts to accommodate the other Community Organization’s schedules and reasonable operational concerns. A Community Organization shall promptly report, in writing, to any other Community Organization and MPOWR, any problems or issues that arise in working with the other Community Organization’s employees, agents, or subcontractors that threaten to delay or otherwise adversely impact a Community Organization’s ability to fulfill its responsibilities under this Agreement. This writing shall set forth in detail and with clarity the problems that the Community Organization has identified.