Terms & Conditions

Dated: February 1, 2019

Please read these Terms of Services fully and carefully before using https://www.PowerUser.ai (the “PowerUser Website”) and any of the services, features, or applications made available by PowerUser Inc. (“PowerUser”, “we”, “us” or “our”) (collectively, the “Services”). If you do not agree to all of the terms of these Terms of Services, do not use the Services.

Acceptance of Terms
  1. These Terms of Services set forth the legally binding terms and conditions for your use of the Services. By clicking on the “Accept,” “sign up free,” ” or equivalent access, agreement or purchasing button, you (“you,” “your,” “yours” or “customer”) are consenting to be bound by and are becoming a party to these Terms of Services. Your use of the Services shall also constitute assent to the terms of these Terms of Services. If you are using the Services on behalf of a company or other entity, then all references to “you” or “your” herein shall refer to both the individual and the entity.
  2. These Terms of Services incorporate PowerUser’s Privacy Policy https://www.PowerUser.ai/privacy, which is hereby made a part of these Terms of Services.
  3. Certain of the Services may be subject to additional terms and conditions and all other operating rules, policies, and procedures that we may publish from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Services by this reference.
  4. These Terms of Services apply to all users of the Services, except that, if you have executed a separate written agreement with PowerUser regarding your use of certain of our Services, then that agreement applies to those Services.
Eligibility
You must be at least 18 years of age to use any Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. The right to access the Services is revoked where these Terms of Services or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
Registration and User Seats
To sign up for the Services, you must register for an account on the Services (an “Account”) and provide certain permissions for the Services to be able to access your relevant Customer Data. You must provide accurate information for your Account. For Services licensed on a per-seat or per-member basis, access will be limited to the number of users for whom you have purchased seats. Unless you have purchased an Account that expressly licenses multiple user seats (e.g. a “Team Plan”), each Account shall only be used by the individual user that registered such Account. You may never use another person’s Account without permission from PowerUser or share your Account or access credentials with any other individual or entity. You should never publish, distribute, or post login information for your Account. You are responsible for maintaining the security of your Account, passwords (including, but not limited to, administrative and user passwords) and You shall be responsible for acts, omissions, or breaches hereunder by any of your Users or any other individuals using your Account or credentials for the Services.
The Services
  1. “Customer Data” means all electronic data and information uploaded or submitted to the Services by you or by a third party on your behalf. You retain all of your rights to your Customer Data. You hereby grant PowerUser a non-exclusive,  royalty-free, fully paid-up license to use, copy, access, cache, process, reproduce, perform, and transmit your Customer Data in connection with Your use of the Services. Your Customer Data will not be used or visible to other customers of the Services.
  2. “PowerUser Content” means the information, knowledge base, text, images, videos, audio, comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by and through the Services. Subject to these Terms of Services, PowerUser grants to you a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e. to download and display locally) PowerUser Content solely in connection with your using the Services for your internal business use.
  3. Availability. Subject to these Terms of Services, PowerUser will use commercially reasonable efforts to make the Services available to you. We may impose certain limits on the use of the Services, including usage limits for different plans, including without limitation the amount of Customer Data that may be stored, features that may be accessed number of users, or other rate or usage limitations at any time in our sole discretion. You are solely responsible for ensuring that these Terms of Services and your use of the Services (a) are in compliance with all laws, rules and regulations applicable to you and (b) do not violate any other agreement to which you are a party.
Restrictions on Use of the Services. You will not directly or indirectly:
  1. sell, license, sublicense, distribute, copy, rent, or lease the Services, or include the Services in a service bureau, time-share outsourcing offering, or otherwise make the Services available to, or use the Services for the benefit of, any third party, or transfer any of the rights that you receive hereunder;
  2. interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein or attempt to gain unauthorized access to the Services or its related systems or networks;
  3. copy, modify, translate, or create derivative works based on the Services or any underlying software or any part, feature, function, or user interface thereof, including by framing (except as expressly allowed by PowerUser) or mirroring any part of any Services;
  4. access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service;
  5. decompile, disassemble, decipher, or reverse engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is prohibited by applicable statutory law);
  6. remove any copyright notices, information, and restrictions contained in the Services;
  7. bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;
  8. use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the PowerUser Website or Services; or
  9. otherwise take any action in violation of our guidelines and policies, including these Terms of Services.
Proprietary Rights
  1. As between the parties, all right, title and interest in and to the Services and PowerUser Content, and all copies, modifications and derivative works thereof, remain the sole and exclusive property of PowerUser. Except as expressly set forth herein, no license or other right, title or interest in the Services is granted by PowerUser to you. As between the parties, all right, title and interest in and to the Customer Data, and all copies, modifications and derivative works thereof, remain the sole and exclusive property of Customer.
    1. Aggregate Data. Notwithstanding anything to the contrary set forth herein, PowerUser may collect and use data regarding the use and performance of the Services in anonymized and aggregated form, to analyze and improve the Services and for general benchmarking data and industry reports, provided that any reported user data is aggregated and anonymized such that no personally identifying information of Customer, Customer Data, or its users is revealed.
Representations and Warranties
You represent, warrant, and covenant that (i) you have all necessary rights in the Customer Data to permit the access and use, as contemplated by these Terms of Services; (ii) you shall only use the Services in accordance with all applicable laws, rules, and regulations, these Terms of Services and any relevant documentation provided by PowerUser and (iii) you will not, and will not permit any third party to upload, download, post, submit, provide, transmit, distribute, or otherwise make available to or through the Services any Customer Data that (A) is unlawful, infringing, fraudulent, invasive of another’s privacy or that otherwise violates any other right of any third party; (B) contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious or disruptive; (C) contains any personally identifying information. You release us from all liability for you concerning any Customer Data contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Customer Data contained in or accessed through the Services.
Third-Party Services
The Services may link to or provide access through, or require, other applications, websites, services, or resources. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of such websites or resources. PowerUser will also not be responsible or liable for any failure in the Services, or for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on or attributable to your or any third party’s products, services, or for your negligence, willful misconduct, breach of these Terms of Services, or other unauthorized access or use. Without limiting the foregoing, We will not be responsible or liable for any failure in the Services resulting from or attributable to (i) Customer Data or failures to deliver Customer Data to PowerUser; (ii) failures in any telecommunications, network or other service or equipment outside of PowerUser’s facilities; or (iii) any force majeure or other cause beyond PowerUser’s reasonable control. We do not guarantee that the Services will be available 24/7. We reserve the right, but do not have any obligation, to remove, edit, modify, or block access to any PowerUser Content in our sole discretion, at any time, without notice to you and for any reason (including upon a claim from a third party relating to such PowerUser Content)
Payments and Billing
  1. Premium Services. Certain of our Services may be subject to payments (“Fees”) now or in the future (the “Premium Services”). All amounts are stated in, and shall be paid in, U.S. dollars. We may revise the rates for Premium Services at any time, or impose additional fees or charges. We may also periodically review your usage and bill you for any overages or increased usage (e.g. additional user seats) at our then-current rates.
  2. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Services (your “Billing Account”) for use of the Premium Services. We are not responsible for errors made  by the Payment Processor and We reserve the right to correct any errors or mistakes that the Payment Processor makes even if the Payment Processor has already requested or received payment.
  3. No Refunds. Once initiated by you, payment obligations are non-cancelable. Except as expressly set forth in these Terms of Services, PowerUser will not, under any circumstances, issue refunds or pro-rate any Fees for early cancellation or termination of the Services, or for any other reasons.
  4. Feedback. At all times PowerUser will have the unrestricted right to use and act upon any suggestions, ideas, enhancement requests, feedback and recommendations you provide specifically relating to the features, functionality and performance of the Services.
Data Security
PowerUser will use a reasonable degree of care and shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services and Customer Data.
Termination
  1. Termination. We reserve the right to terminate your Account or access to all or any part of the Services at any time, with or without cause, with or without notice. All provisions of these Terms of Services which by their nature should survive termination or expiration shall survive termination, including provisions regarding ownership, aggregate data use, payment (to the extent any payment obligations remain outstanding), warranty disclaimers, indemnity and limitations of liability.
  2. Customer Data After Termination. Termination or cancellation of your Account may result in the destruction of all information and data, including Customer Data associated with your Account. We may delete or destroy all copies of your Customer Data in our systems or otherwise in our possession or control, unless legally prohibited. However, we also reserve the right, including after termination, to preserve, and disclose any information, including Customer Data, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Services, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests or (v) protect the rights, property or safety of us, our users and the public.
Warranty Disclaimer
THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (C) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (II) $500.00.
Indemnification
You are solely responsible for your conduct and your data related to the Services. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your Customer Data, violation of these Terms of Services, or infringement by you, or any third party using your Account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Modification
We reserve the right, in our sole discretion, to modify these Terms of Services, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content), with or without notice. We will notify you by posting a notice or new version of these Terms of Services on the Site or Services, or by sending you notice through the Services, via email or by another appropriate means of electronic communication. Your continued use of the Services following notification of any changes to these Terms of Services constitutes acceptance of those changes, which will apply to your continued use of the Services going forward.
General
  1. This Agreement will not be construed against either party as the drafter.
  2. Headings; Interpretation. The section and paragraph headings in these Terms of Services are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these Terms of Services shall be read as being followed by “without limitation” where appropriate.
  3. Open Source.The Services may contain or be distributed with open source software or other third-party software which may be covered by a different license. Notwithstanding anything to the contrary, the obligations of PowerUser set forth in these Terms of Services do not extend to any open source software or such other third-party software which may be made available by PowerUser, or otherwise obtained or used by you. You agree that all open source software or such other third-party software shall be and shall remain subject to the terms and conditions under which it is provided, and you shall be responsible for compliance with such terms. To the fullest extent possible, PowerUser disclaims all warranties and liability regarding such open source and third-party software in accordance with the terms of these Terms of Services.
  4. No Waiver. Our failure to enforce any part of these Terms of Services shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Services.
  5. Any claim related to these Terms of Services, the Site(s) or the Services must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors.
  6. You cannot assign the Agreement without our written agreement. We can assign the agreement to any entity that agrees to be bound by the terms of the Agreement.
  7. The Agreement is governed by California law, excluding its choice of laws principles. The exclusive venue for any litigation arising from or related to the Services shall be the courts of Los Angeles County, California, except for any optional arbitration as described next. Excluding claims for equitable relief, if the total amount in dispute is less than $5,000, either party may elect to resolve the claim through binding arbitration by initiating arbitration through an established provider that is agreed by the parties. The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief, the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator’s award entered as a judgment in any court of competent jurisdiction. Any claims (in court or in arbitration) must be brought in the initiating party’s individual capacity and not as a plaintiff or class member in any class action or other similar proceeding. This Agreement does not allow class of collective arbitrations even if the arbitration procedures or rules would.  The arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
  8. If any part of the Agreement is invalid, illegal or unenforceable, that condition will not affect any other provision of the Agreement.
  9. The Agreement is the entire agreement between you and PowerUser and it replaces any other agreement between us on this subject. Aside from our right to make changes, any amendments to the Agreement must be in a writing signed by both parties.
Contact
You may contact us at the following address: PowerUser Inc. at info@poweruser.ai or 130 W. Union St., Pasadena, CA 91103.

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