XtremeNIL, LLC dba PowerNIL
TERMS OF USE
Welcome to the PowerNIL website located at powernil.com (“PowerNIL” or “we” or “us”). These Terms of Use (“Terms”) state the terms and conditions governing your use of and access to the Site and constitute a legally binding contract between you and PowerNIL. These Terms incorporate any additional terms and conditions posted by PowerNIL through the Site, or otherwise made available to you by PowerNIL.
PLEASE REVIEW THESE TERMS CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS, THEN YOU MUST NOT USE OR ACCESS THE SITE.
We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes.
We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links).
By using the Site, you affirm that you are of legal age to enter into these Terms. If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Site and to any such Organization.
The Site is controlled and operated from the United States and is not intended to subject PowerNIL to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Subject to and conditioned on your compliance with these Terms, PowerNIL grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to access and use the Site, and to download copies of the materials that we make available for download on the Site, in each case solely for your personal and non-commercial use.
The Site, including all content, information, and materials incorporated into or made available through the Site, is the exclusive property of PowerNIL and is protected by U.S. law. You agree not to access or use the Site, or any content, information, or materials incorporated into or made available through the Site, except as expressly permitted under these Terms.
All trademarks, service marks, and logos displayed on the Site (the “Marks”) are the exclusive property of PowerNIL or their respective third-party owners. Except for your right to view Marks on our Site, you are not granted any rights to the Marks. Nothing in the Site grants, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Site.
The Site may include functionality to enable you to upload documents or other information, a (all such materials are “Submitted Materials”). For clarity, you retain ownership of your Submitted Materials. You hereby grant PowerNI La worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to use such Submitted Materials for its internal business purposes.
In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed Submitted Materials, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place PowerNIL under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submitted Materials, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right, proprietary or other, of any third party.
PowerNIL may (but has no obligation to) screen, monitor, evaluate and remove any Submitted Materials at any time and for any reason, or analyze your access to and use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
For clarity, certain information that you provide to PowerNIL through the Site may also be governed by PowerNIL’s Privacy Policy, located at powernil.com (the “Privacy Policy”). You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.
In connection with the Site, you agree NOT to:
• Use the Site for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful.
• Harvest or collect information about users of the Site.
• Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
• Restrict or inhibit any other person from using the Site.
• Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
• Remove any copyright, trademark or other proprietary rights notice from the Site.
• Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service.
• Download and store Site content.
If the Site may makes available or provides links to third party websites, content, or information (“Third-Party Materials”), PowerNIL does not control, and is not responsible for, any Third-Party Materials and the availability of any Third-Party Materials on the Site does not imply endorsement of, or affiliation with the provider of Third-Party Materials. Your use of Third-Party Materials is at your own risk.
You agree to indemnify, defend, and hold harmless PowerNIL, and its affiliates, officers, directors, agents, and employees from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to your access to or use of, or activities in connection with, the Site (including any Submitted Materials), or your violation or alleged violation of these Terms or our Privacy Policy.
THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, AND POWERNIL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OR TRADE.
We do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Site.
YOU AGREE POWERNIL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE POWERNIL WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO CEASE ALL USE.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
PowerNIL may terminate or suspend your access to the Site at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with these Terms. Upon any such termination or suspension, (a) your right to access and use the Site will immediately cease; (b) PowerNIL may immediately deactivate or delete your user name, password and account; (c) PowerNIL will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials), and may retain or delete such materials in PowerNIL’s sole discretion; and (d) except for the license granted to you to access and use the Site, the remaining provisions of these Terms will survive and continue in effect.
These Terms are governed by and will be construed in accordance with the laws of the State of Ohio, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in Stark County, Ohio, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and PowerNIL. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” These Terms, including any terms and conditions incorporated herein, constitute the entire agreement between you and PowerNIL relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and PowerNIL relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Site. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. PowerNIL will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
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