LibOrate

Welcome and thank you for your interest in AImpower.org (“AImpower”, “we”, “us” or “our”).  This Terms of Use Agreement (“Terms of Use”, and together with the Privacy Policy, the “Agreement”) describes the terms and conditions that apply to your use of our videoconferencing companion desktop application, the LibOrate App (“Application”) and the services, content, and other resources available on or enabled via our Application, including affirmation messages, name tag, mindfulness, and customized foreground sticker features designed for people who stutter (collectively, with our Application, the “AImpower Services”).

PLEASE READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT GOVERNS THE USE OF THE AIMPOWER SERVICES AND APPLIES TO ALL USERS VISITING OR ACCESSING THE AIMPOWER SERVICES.  BY ACCESSING OR USING THE AIMPOWER SERVICES IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH AIMPOWER, (3) YOU ARE NOT BARRED FROM USING THE AIMPOWER SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE AIMPOWER SERVICES ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS.  IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE AIMPOWER SERVICES.

THE AGREEMENT IS SUBJECT TO CHANGE BY AIMPOWER IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 13.5 (AGREEMENT UPDATES). 

1. BETA SERVICES.  You acknowledge and agree that the Application and the AImpower Services represent a beta test version of software and services that may contain bugs, defects, and errors.  There is no guarantee that AImpower will commercialize the Application and the AImpower Services, and if commercialized, there is no guarantee that the commercial product offering will have the same features and functionality as the Application and the AImpower Services.  Accordingly, you acknowledge that any activity that you perform with or regarding the Application or the AImpower Services is done entirely at your own risk.
2. USE OF THE AIMPOWER SERVICES.  The AImpower Services and the information and content available on the AImpower Services are protected by applicable intellectual property (including copyright) laws.  Unless subject to a separate license agreement between you and AImpower, your right to access and use the AImpower Services, in whole or in part, is subject to this Agreement.
   1. Application License.  Subject to your compliance with this Agreement, AImpower grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single Device (as defined below) that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.
   2. Updates.  You understand that the AImpower Services is evolving.  As a result, AImpower may require you to install updates to Applications that you have installed on the devices through which you access or use the AImpower Services (“Device”).  You acknowledge and agree that AImpower may update the AImpower Services with or without notifying you.  You may need to update third-party software from time to time in order to continue to use the AImpower Services.  Any future release, update or other addition to the AImpower Services shall be subject to this Agreement.
3. REGISTRATION.

1. Registering Your Account.  In order to access certain features of the AImpower Services, you may be required to register an account on the AImpower Services (“Account”).
2. Registration Data.  In registering an account on the AImpower Services, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
3. Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of AImpower.  Furthermore, you are responsible for all activities that occur under your Account.  You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the AImpower Services by minors.  You may not share your Account or password with anyone, and you agree to notify AImpower immediately of any unauthorized use of your password or any other breach of security.  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  AImpower reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  
4. Necessary Equipment and Software; Zoom Account.  You must provide all Devices and other equipment or software necessary to access or use the AImpower Services.  Without limiting the generality of the foregoing, you acknowledge that in order to access and use the AImpower Services, you must have an account with Zoom Video Communications, Inc. (“Zoom”) and have access to the Zoom Meetings services.  You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the AImpower Services.  If at anytime your Zoom account or your access to the Zoom Meeting services is suspended, terminated, or otherwise disconnected, you may not be able to access the AImpower Services, and we assume no responsibility for same. 

2. RESPONSIBILITY FOR CONTENT.
   1. Types of Content.  You acknowledge that any information, data, text, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the AImpower Services (collectively, “Content”), is the sole responsibility of the party from whom such Content originated.  This means that you, and not AImpower, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the AImpower Services (“Your Content”), and that other users of the AImpower Services, and not AImpower, are similarly responsible for all Content that they Make Available through the AImpower Services (“User Content”). 
   2. Storage.  Unless expressly agreed to by AImpower in writing elsewhere, AImpower has no obligation to store any of Your Content.  AImpower has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the AImpower Services.  You agree that AImpower retains the right to create reasonable limits on AImpower’s use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the AImpower Services and as otherwise determined by AImpower in its sole discretion.
3. OWNERSHIP.
   1. The AImpower Services.  Except with respect to Your Content, you agree that AImpower and its suppliers or licensors own all rights, title and interest in the AImpower Services (including but not limited to, any computer code, themes, objects, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and AImpower software).  You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any aspect of the AImpower Services.
   2. Trademarks.  AImpower’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the AImpower Services are the trademarks of AImpower and may not be used without permission in connection with your, or any third-party’s, products or services.  Other trademarks, service marks and trade names that may appear on or in the AImpower Services are the property of their respective owners.
   3. Your Content.  AImpower does not claim ownership of Your Content.  However, when you Make Available any Content on or to the AImpower Services, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 5.4 (License to Your Content).
   4. License to Your Content.  Subject to any applicable Account settings that you select, you grant AImpower a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the AImpower Services to you and to our other users.  Please remember that other users may be able to search for, see, use, modify and/or reproduce any of Your Content that you submit to any area of the AImpower Services that is accessible by other users.
   5. Username.  Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the AImpower Services, you hereby expressly permit AImpower to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
   6. Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to AImpower through its suggestion, feedback, forum, or similar pages (“Feedback”) is at your own risk and that AImpower has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to AImpower a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the AImpower Services and/or AImpower’s business.
4. USER CONDUCT AND CERTAIN RESTRICTIONS.  As a condition of use, you agree not to use the AImpower Services for any purpose that is prohibited by this Agreement or by applicable law.  You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the AImpower Services or any portion of the AImpower Services; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the AImpower Services or any other portion of the AImpower Services (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using AImpower’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the AImpower Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the AImpower Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the AImpower Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) remove or destroy any copyright notices or other proprietary markings contained on or in the AImpower Services; (vii) impersonate any person or entity, including any employee or representative of AImpower; (viii) interfere with or attempts to interfere with the proper functioning of the AImpower Services or use the AImpower Services in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the AImpower Services, introducing viruses, worms, or similar harmful code into the AImpower Services, or interfering or attempting to interfere with use of the AImpower Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the AImpower Services; or (ix) take any action or Make Available any Content on or through the AImpower Services that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (B) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (C) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without AImpower’s prior written consent.  Furthermore, Your Content in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by AImpower in its sole discretion.  You may not post or Make Available a photograph of another person without that person’s permission.  The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section.  Any unauthorized use of the AImpower Services terminates the licenses granted by AImpower pursuant to this Agreement.
5. INTERACTIONS WITH OTHER USERS.
   1. User Responsibility.  You are solely responsible for your interactions with other users of the AImpower Services and any other parties with whom you interact through the AImpower Services; provided, however, that AImpower reserves the right, but has no obligation, to intercede in any disputes between you and any other users.  You agree that AImpower will not be responsible for any liability incurred as the result of your interactions with other users.
   2. Content Provided by Other Users.  The AImpower Services may contain User Content provided by other users.  AImpower is not responsible for and does not control User Content.  AImpower does not approve or endorse, or make any representations or warranties with respect to, User Content.  You use all User Content and interact with other users at your own risk.
6. INDEMNIFICATION.  You shall indemnify and hold AImpower, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “AImpower Party” and collectively, the “AImpower Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (i) Your Content; (ii) your use of, or inability to use, the AImpower Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; or (v) your violation of any applicable laws, rules or regulations.  AImpower reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with AImpower in asserting any available defenses.  This provision does not require you to indemnify any of the AImpower Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the AImpower Services provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, this Agreement and/or your access to the AImpower Services. 
7. DISCLAIMER OF WARRANTIES.
   1. As Is.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE AIMPOWER SERVICES IS AT YOUR SOLE RISK, AND THE AIMPOWER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  THE AIMPOWER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE AIMPOWER SERVICES.  
   2. No Liability for Conduct of Third Parties.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH THIRD PARTIES ON THE AIMPOWER SERVICES.  YOU ACKNOWLEDGE AND AGREE THAT THE AIMPOWER PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE AIMPOWER PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES.  YOU UNDERSTAND THAT AIMPOWER DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS. 
8. LIMITATION OF LIABILITY.
   1. Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE AIMPOWER PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL,  OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY AIMPOWER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE AIMPOWER SERVICES, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE AIMPOWER SERVICES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, INCLUDING TO THE EXTENT RESULTING FROM: (i) THE USE OR INABILITY TO USE THE AIMPOWER SERVICES; (ii) ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE AIMPOWER SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE AIMPOWER SERVICES; OR (v) ANY OTHER MATTER RELATED TO THE AIMPOWER SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A AIMPOWER PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN AIMPOWER PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY AN AIMPOWER PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.  
   2. Cap on Liability.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE AIMPOWER PARTIES SHALL NOT BE LIABLE TO YOU FOR MORE THAN $100.  THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF AN AIMPOWER PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN AIMPOWER PARTY’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY AN AIMPOWER PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
   3. User Content.  AIMPOWER ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
   4. Exclusion of Damages.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
   5. Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AIMPOWER AND YOU.
9. TERM AND TERMINATION.
   1. Term.  The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above), and continues in full force and effect while you use the AImpower Services, unless terminated earlier in accordance with this Agreement.
   2. Termination by AImpower.  If you have materially breached any provision of this Agreement, or if AImpower is required to do so by law (e.g., where the provision of the AImpower Services is, or becomes, unlawful), AImpower has the right to, immediately and without notice, suspend or terminate any AImpower Services provided to you.  AImpower reserves the right to terminate this Agreement or your access to the AImpower Services at any time without cause upon notice to you.  You agree that all terminations for cause are made in AImpower’s sole discretion and that AImpower shall not be liable to you or any third party for any termination of your Account.
   3. Termination by You.  If you want to terminate this Agreement, you may do so by  uninstalling the Application and closing your Account for the AImpower Services.  
   4. Effect of Termination.  Upon termination of the AImpower Services or the applicable feature or functionality thereof, your right to use the AImpower Services or the applicable feature or functionality thereof will automatically terminate, and we may delete Your Content associated therewith from our live databases.  If we terminate your Account for cause, we may also bar your further use or access to the AImpower Services.  AImpower will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of this Agreement which by their nature should survive, will survive termination of AImpower Services, including without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
   5. No Subsequent Registration.  If this Agreement is terminated for cause by AImpower or if your Account or ability to access the AImpower Services is discontinued by AImpower due to your violation of any portion of this Agreement or for conduct otherwise deemed inappropriate, then you agree that you shall not attempt to re-register with or access the AImpower Services through use of a different member name or otherwise.
10. INTERNATIONAL USERS.  The AImpower Services are controlled and offered by AImpower from its facilities in the United States of America.  AImpower makes no representations that the AImpower Services are appropriate or available for use in other locations.  Those who access or use the AImpower Services from other countries do so at their own volition and are responsible for compliance with local law.
11. GENERAL PROVISIONS.
    1. Electronic Communications.  The communications between you and AImpower may take place via electronic means, whether you visit the AImpower Services or send AImpower emails, or whether AImpower posts notices on the AImpower Services or communicates with you via email.  For contractual purposes, you (i) consent to receive communications from AImpower in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that AImpower electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
    2. Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without AImpower’s prior written consent.  AImpower may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement.  Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    3. Force Majeure.  AImpower shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.  
    4. Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the AImpower Services, please contact us at: [_________].  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    5. Agreement Updates.  When changes are made, AImpower will make a new copy of this Terms of Use available on the AImpower Services, and we will also update the “Last Updated” date at the top of this Agreement.  If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account.  Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and thirty (30) days after posting for users with an Account.  AImpower may require you to provide consent to the updated Agreement in a specified manner before further use of the AImpower Services is permitted.  IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE AIMPOWER SERVICES.
    6. Exclusive Venue.  You and AImpower agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California.
    7. Governing Law.  This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.  
    8. Notice.  Where AImpower requires that you provide an email address, you are responsible for providing AImpower with a valid and current email address.  In the event that the email address you provide to AImpower is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, AImpower’s dispatch of the email containing such notice will nonetheless constitute effective notice.  You may give notice to AImpower at the following address: [______].  Such notice shall be deemed given when received by AImpower by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    9. Waiver.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    10. Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
    11. Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.