Last Updated Date: June 8, 2020
Thank you for applying to the Selected, Inc. (“Company”, “we” or “us”) Urban Teacher Recruitment Grant Program (the “Grant Program”).
PLEASE READ THESE GRANT PROGRAM TERMS (“GRANT TERMS”) CAREFULLY. THESE GRANT TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND US AND GOVERN YOUR APPLICATION TO AND PARTICIPATION IN THE GRANT PROGRAM THROUGH OUR WEBSITE (COLLECTIVELY, THE “SERVICES”). BY SUBMITTING AN APPLICATION FOR THE GRANT PROGRAM, YOU REPRESENT THAT: (1)YOU, HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE GRANT TERMS AND BY ALL THE DECISIONS OF THE COMPANY AND ANY JUDGES, COMPLIANCE COMMITTEES, SELECTION COMMITTEES OR OTHER OFFICIALS APPOINTED BY US RELATING TO THE GRANT PROGRAM AND THE AWARD OF GRANTS, WHICH SHALL BE FINAL IN ALL RESPECTS; AND (2) YOU ARE IN COMPLIANCE WITH THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW.
1. Company Services.
1.1 Generally. The Services allow eligible Employers (“Applicants”) to apply to the Grant Program. During the application process, we will ask Applicants questions to determine their eligibility for the Grant Program. We are not a financial institution (i.e., we are nota bank or a lender).
1.2 Eligibility. The Grant Program is intended to help support certain Employers in the Regions Served who need assistance due to adverse economic effects of Coronavirus (COVID- 19). To be eligible for the Grant Program, Applicants must accurately describe that they: (a) represent a school, network, or district that meets the following qualifications: (i) a PK-12 school with the hiring autonomy, authority, and budget at the school level to be able to source and hire teachers OR a a network/district of 10 or fewer schools; (ii) serve a significant percentage of students from high needs or low income families in at least one of the regions where Selected operates; (iii) demonstrates significant financial need or adverse impact to recruitment and sourcing function by COVID-19; (iv) demonstrate proficiency in recruitment and selection; (v) shares data related to historical hiring results and resource spend; (vi) commits to sharing hiring data and results during the course of the grant, if awarded; (vii) has served students for at least one full academic year; and (vii) is not a for-profit entity, or by owned by a for-profit entity; (b) be located in one of the following metro areas and surrounding communities (“Regions Served”): Phoenix, AZ; Tucson, AZ; Los Angeles, CA; San Diego, CA; Oakland, CA, San Francisco, CA (including the San Francisco Bay Area); San Jose, CA; Sacramento, CA; Stockton, CA; Bridgeport, CT; New Haven, CT; Stamford, CT; Boston, MA; Springfield, MA; Baltimore, MD; Camden, NJ; Newark, NJ; Trenton, NJ; New York, NY; Philadelphia, PA; Austin, TX; Midland-Odessa, TX; San Antonio, TX; and Washington DC; (c) have the authority to enter into these grant terms as a “Representative” of the entity for which you are submitting an application, and legally bind that entity (and be bound) to comply with these grant terms; (d) can promptly provide all documentation requested by Company to show proof of business status; (e) has been negatively affected by Coronavirus( COVID-19); and (f) is not owned by (in whole or in party by) and does not employ any individuals who are an employee, contractor or personnel of theCompany or a person engaged in the administration, selection or judging process for this Grant Program, or are a family member of same (collectively, the “Eligibility Requirements”). We may update the Eligibility Requirements at any time, at their sole discretion. For purposes of this Grant Program, the term “family members” is defined as any spouse, partner, parent, legal guardian, child, sibling, grandparent, grandchild, or in-law.
1.3 No Guarantees for Applicants. USE OF OUR SERVICES DOES NOT GUARANTEE THAT AN APPLICANT WILL QUALIFY TO PARTICIPATE IN THE GRANT PROGRAM AND RECEIVE A GRANT, AND/OR THAT AN APPLICANT WILL BE APPROVED FOR AGRANT IN A CERTAIN AMOUNT. A DETERMINATION OF ELIGIBILITY DOES NOT AUTOMATICALLY RESULT IN APPROVAL FOR A GRANT AND NOT ALL ELIGIBLE APPLICANTS MAY RECEIVE GRANTS. IN ORDER TO DETERMINE IF YOU MEET THE ELIGIBILITY REQUIREMENTS, WE MAY ASK YOU FOR CERTAIN HISTORICAL AND FINANCIAL INFORMATION.BY SUBMITTING RESPONSES TO SUCH INFORMATION, YOU ACKNOWLEDGE AND AGREE THAT WEMAY PERFORM, AND/OR USE SUCH INFORMATION TO HAVE ONE OR MORE THIRD PARTIES PERFORM, A BACKGROUND CHECK, AND THAT APPLICANT’S BACKGROUND CHECK MAY BE USEDTO VERIFY ELIGIBILITY TO PARTICIPATE IN THE GRANT PROGRAM AND TO CONFIRM YOUR IDENTITY TO AVOID FRAUDULENT TRANSACTIONS IN YOUR NAME.
1.4 Application Data. In completing and submitting an application to participate in the Grant Program, Applicant agrees to: (a)provide true, accurate, current and complete information about the Applicant as prompted by the Company; and (b) maintain and promptly update any such data or information, as necessary, to keep it true, accurate, current and complete. If any information Applicant provides is untrue, inaccurate, not current or incomplete, we have the right to terminate your application for the GrantProgram and/or your access to the Services, and may withhold any awarded funds.In addition, in such an event, Applicant agrees to return to Company any previously awarded funds. When you submit an application for the Grant Program, you agree to cooperate in the application process, including, without limitation, by submitting all required documentation in a timely manner, and, if needed, to obtain information we may need from third parties. As theApplicant, you acknowledge and agree that our ability to facilitate the processing of the grant and participation in the Grant Program depends on such cooperation.
1.6 Agreement to Additional Terms. If you are approved to participate in the Grant Program, you may be required to enter into additional agreements or supplementary terms as a condition of receiving further consideration for an award.
1.7 Grant Awards. After the application window has closed, Company’s selection and compliance committees will review properly submitted applications and recommend grant awards for qualifying eligible businesses. Decisions to make awards and regarding the amount of awards will be made by the Company’s selection committee members in their sole discretion based on their assessment of impact and need. Applicant understands that all determinations of whether Applicant meets the Eligibility Requirements, and all decisions regarding applications, awards, and award amounts are final, and are not subject to any appeal or contest. Applicant agrees to accept our decision, including, without limitation, the Company’s compliance and selection committees, and agrees that we are not obligated to give any information related to our decision on whether Applicant qualifies and can participate in the Grant Program, nor the decision on how much money or services to grant.
1.8 Grant Credits. The grant provided to Applicant will be the form of free Service credits to be used towards the Services (“Grant Credits”). Grant Credits have no cash value and cannot be exchanged for cash or other monetary consideration. Grant Credits will not be replaced if lost, stolen, or destroyed. Grant Credits expire on January 31, 2021.
1.9 Taxes. To the fullest extent allowable under applicable law, any taxes (including, without limitation, national, federal, state, provincial, territorial, prefectural, and/or local taxes, as well as any interest, penalties and additions to tax),as well as any expenses arising from acceptance or use of the grant award and not specified in the Terms as being provided as part of the Grant Program, are your sole responsibility. Prior to receiving any Grant award, you will provide to the Program Entities a properly completed Internal Revenue Service (“IRS”) Form W-9 or appropriate IRS Form W-8, as applicable. The Program Entities will be entitled to deduct and withhold from any funds granted pursuant to the GrantProgram such amounts as are required to be deducted and withheld under law with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated as having been paid to the person in respect of whom such deduction and withholding was made. Regardless of any action any party takes with respect to any applicable national, local, or other taxes or social contributions, withholdings, required deductions, or other payments, if any, that arise upon the payment of the grant (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for allTax-Related Items legally due by you is and remains your responsibility and may exceed the amount (if any) actually withheld by the Program Entities. You agree to make adequate provision for (and indemnify the Program Entities and each of their respective subsidiaries and affiliates) any Tax-Related Items. You further acknowledge and agree that you are solely responsible for filing all relevant documentation that may be required in relation to the grant, or anyTax-Related Items, other than filings or documentation that are the specific obligation of the Program Entities pursuant to applicable laws, such as, but not limited to, corporate income tax returns or reporting statements in relation to the grant. You further acknowledge that the Program Entities: (a) make no representations or undertakings regarding the treatment of any Tax-RelatedItems in connection with any aspect of the grant; and (b) do not commit to and are under no obligation to structure the terms of the grant to reduce or eliminate your liability for Tax-Related Items, or achieve any particular tax result. Further, if you become subject to Tax-Related Items in more than one jurisdiction, you acknowledge and agree that the Program Entities may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
1.10 Account. In order to access certain features of Services and take advantage of your Grant Credits you may be required to create an account on Selected.
2.1 Services. Except with respect to the information or data you submit through the Services (collectively, “Your Data”), you agree that Company and its suppliers own all rights, title and interest in theServices. You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
2.2 License to Your Data. You grant the Company a non-exclusive and fully sublicensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes of operating and providing the Services. You agree that you, not Company, are responsible for all of Your Data that you make available on or in the Services.
2.3 Publicity Rights. We may develop promotional and marketing materials regarding Applicant’s participation in the Grant Program orServices provided hereunder. We may use Applicant’s name and its trademark as a reference both publicly and privately, without limitations, in our marketing and promotional materials, including, but not limited to, press releases, newsletter articles, web site references, and e-mail.
3. User Conduct. You agree that you will not, under any circumstances: (a) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (b) Attempt to access or use another user’s account without authorization; (c) Create or use a false identity; (d) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; (e) Make available any data, information, or content that infringes the rights of any person or entity; or (f) Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
4. Indemnification. You agree to indemnify and hold the Company, and each of its respective parents, subsidiaries, affiliates, officers, directors, employees, agents, representatives, partners and licensors (collectively, the “Indemnified Party(ies)”) harmless from and against any and all losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Data, including, without limitation, any inaccuracies therein; (b) your violation of the Terms; (c) your violation of any rights of another party; or (d) your violation of any applicable laws, rules or regulations. The Indemnified Parties reserve the right, at each of their 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 the applicable Indemnified Party in asserting any available defenses. This provision does not require you to indemnify any of the Indemnified Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your account, the Terms, or your access to Services.
5. Disclaimer of Warranties and Conditions.
5.1 As-Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS ATYOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, INFACT OR IN LAW, WHETHER NOW KNOWN OR HEREINAFTER ENACTED, RELATIVE TO ITS USEOR ENJOYMENT. (a) THE COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OFTHE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. (b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,OBTAINED FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
5.2 No Liability For Conduct Of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE INDEMNIFIED PARTIES LIABLE, FOR THE CONDUCT OR INFORMATION OF THIRD PARTIES. WE ARE NOT LIABLE FOR THE ACCURACY OR QUALITY OFANY THIRD-PARTY SERVICES OR INFORMATION.
6. LIMITATION OF LIABILITY.
6.1 DISCLAIMER OF CERTAIN DAMAGES. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE GRANT PROGRAM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. THE FOREGOING SHALL NOT APPLY TO LIABILITY OF AN INDEMNIFIED PARTY FOR ANY INJURY CAUSED BY AN INDEMNIFIED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
6.2 CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN INDEMNIFIED PARTY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY AN INDEMNIFIED PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN INDEMNIFIED PARTY’SFRAUD OR FRAUDULENT MISREPRESENTATION.
6.3 BASIS OF THE BARGAIN. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PROGRAM ENTITIES AND YOU.
7. Release. THE APPLICANT HEREBY WAIVES, RELEASES, COVENANTS NOT TO SUE,AND DISCHARGES THE COMPANY ENTITIES AND THEIR RESPECTIVE CORPORATE PARENTS,SUBSIDIARIES, AFFILIATED COMPANIES, ADVERTISING AND PROMOTION AGENCIES, AND THE EMPLOYEES, REPRESENTATIVES, AGENTS, DIRECTORS, OFFICERS, SUCCESSORS AND ASSIGNS OF ALL OF THE FOREGOING (COLLECTIVELY, “RELEASED PARTIES”) FROM ANY ANDALL LIABILITIES, CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) OF ANY KIND (COLLECTIVELY, “CLAIMS”) ARISING OUT OF OR RELATED TO THE GRANT PROGRAM OR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY INTERACTIONS WITH OR CONDUCT OF OTHER USERS OR THIRD-PARTY WEBSITES OF ANY KIND ARISING IN CONNECTION WITH OR AS A RESULT OF THE TERMS OR YOUR PARTICIPATION IN THE GRANT PROGRAM OR USE OF SERVICES. THE FOREGOING RELEASE,WAIVER, AND COVENANT NOT TO SUE, INCLUDES, BUT IS NOT LIMITED TO, CLAIMS ARISING UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE,WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT LIABILITY, OR ANY OTHER THEORY. I HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, AND ANY ANALOGOUS PROVISION OF OTHER STATE LAWS, WHICH PROVIDES: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including, without limitation, personal injuries, death or property damage for any unconscionable commercial practice by a Released Party or for such Released Party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder.
8.1 Violations. If a Released Party(ies) becomes aware of any possible violations by you of the Terms, the Company reserves the right to investigate such violations. If, as a result of the investigation, aReleased Party(ies) believes that criminal activity has occurred, the Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Services, including, without limitation, Your Data, in our possession in connection with your use of Services, to: (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims thatYour Data violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of the Company, its users or the public, and all enforcement or other government officials, as the Company in our sole discretion believes to be necessary or appropriate.
8.2 Breach. In the event that the we determine, in their sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate with respect to the Services, we reserve the right to: (a) delete any of Your Data provided through the Services; (b)terminate your pending application(s) if you are an Applicant; (c) discontinue your access to any Services; and/or (d) pursue any other action which we deem to be appropriate. Any Applicant who receives an award under the Grant Program agrees to forfeit any Grant Credits awarded if Applicant breaches the Terms.
9. Term and Termination.
9.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Terms.
9.2 Prior Use. Notwithstanding the foregoing, if you used the Services prior to the date you accepted the Terms, you hereby acknowledge and agree that these Terms commenced on the date you first used theServices (whichever is earlier) and will remain in full force and effect while you use Services, unless earlier terminated in accordance with the Terms.
9.3 Termination of Services. The Terms will remain in full force and effect until your account is terminated as provided herein.
9.4 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of theService. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination ofServices may involve deletion of Your Data associated therewith from our databases. Company will not have any liability whatsoever to you for any suspension or termination, including, without limitation, for deletion of YourData. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
9.5 No Subsequent Registration. If your registration(s) with or ability to access Services is discontinued by Company due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access Services through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
10. General Provisions.
10.1 Dispute Resolution. The Grant Program, theServices and any dispute arising under or related thereto (whether for breach of contract, tortious conduct, or otherwise) will be governed by the laws of the State of New York, USA, without giving effect to its conflicts of law or choice of law principles or rules that would cause the application of the laws of any other jurisdiction. Any legal actions, suits or proceedings related to the Grant Program (whether for breach of contract, tortious conduct, or otherwise) will be brought exclusively in the state or federal courts located in or having jurisdiction over New York County, New York, USA, and eachApplicant accepts and submits to the personal jurisdiction of those courts with respect to any legal actions, suits or proceedings arising out of or related to the Grant Program. Except where prohibited by law, any and all disputes, claims, and causes of action between an applicant and the Company arising out of or connected with the Grant Program or these Terms must be resolved individually, without resort to any form of class action.
10.2 Electronic Communications. The communications between you and Company use electronic means, whether you visit the Services or send emails to Company, or whether Company posts notices on Services or communicates with you via e-mail or text message. Message and data rates may apply for each text message sent or received. Your mobile telephone provider may not carry the services necessary to communicate with the Company regarding this Program. Applicants should consult their wireless provider’s pricing plans prior to participation in this Program. For contractual purposes, you: (1)consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
10.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Applicants agree to not damage or cause interruption of the Grant Program and/or prevent others from participating in the Grant Program. The Company reserves the right to restrict or void participation from any IP address, email address or domain, device, or other designator or identifiable source if any fraudulent or harmful participation is suspected, as determined by the Company in its sole discretion. We further reserve the right to disqualify any Applicant who they believe has attempted to tamper with or impair the administration, security, fairness, or proper operation of the Grant Program. ANY ATTEMPT TO DAMAGE ANY ONLINE SERVICE OR WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE GRANT PROGRAM MAY VIOLATE CRIMINAL AND CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, THE PROGRAM ENTITIES MAY DISQUALIFY ANY PARTICIPANT OR APPLICANT MAKING SUCH ATTEMPT AND MAY SEEK DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW.
10.4 Force Majeure. Without limiting any other provision in the Terms, the Company is not responsible or liable to anyApplicant (or any person claiming through such Applicant) for delay or failure to perform its obligations hereunder in the event the Company’s operations or activities are affected by any cause or event beyond the sole and reasonable control of the Company (as determined in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi- governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.
10.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at: firstname.lastname@example.org. 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.
10.6 Notice. Where Company requires you to provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to the Company at the following e-mail address: email@example.com. Notice shall be deemed to have been duly given on the first business day following successful e-mail transmission to Company.
10.7 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.8 Severability. If any portion of the Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.9 Entire Agreement. The Terms are 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.