POWERLEAD TERMS AND CONDITIONS (“AGREEMENT”)
PLEASE CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY SIGNING AN ORDER, CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON(S), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, ON BEHALF OF YOURSELF OR YOUR ORGANIZATION, (“SUBSCRIBER”) ARE ENTERING INTO A LEGAL AGREEMENT WITH POWERLEAD TECHNOLOGIES INC., HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 2810 N CHURCH ST #28727, WILMINGTON, DELAWARE 19802-4447 (“POWERLEAD”) (SUBSCRIBER AND POWERLEAD EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”) AND HAS READ, WILL BE BOUND BY THE PRIVACY POLICY (WHICH IS INCORPORATED HEREIN BY REFERENCE) BOTH AS MAY BE AMENDED AT THE SOLE DISCRETION OF POWERLEAD. TO THE EXTENT THAT SUBSCRIBER AGREES TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON(S), SUBSCRIBER HEREBY WAIVES ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.
Usage Right. Subject to Subscriber’s compliance with the terms and conditions of this Agreement (including, without limitation, the payment obligations), Powerlead hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable and revocable right to use, and remotely access on a SaaS basis, Powerlead proprietary software platform (“Platform”) and a license to use the Output Data (as defined below) during the Subscription Term (as defined below), solely for Subscriber’s internal purposes, subject to the restrictions and obligations herein. Unless otherwise indicated, the term “Platform” also includes any documentation (“Documentation”) if provided to Subscriber in connection with the operation of the Platform. Subscriber may only use the Platform in accordance with the Documentation, subject to the use limitations indicated in the Order and applicable laws. “Order” means any written or electronic order form issued by Powerlead and agreed to by Subscriber for the provision of the applicable license and services granted under this Agreement. In addition to the above-mentioned license, Powerlead may (i) provide support and maintenance services in accordance with Powerlead’s then current service level agreement (“SLA”); and (ii) provide additional consulting or other professional services, such services (if any) shall be specified in the applicable Order. Subscriber will be able to request Powerlead to provide enrichment data as an output of the Services (defined below) (“Output Data”) and to use it for the purpose of identify prospective sales opportunities, research Subscriber’s existing customers and prospects, and otherwise analyze the Output Data in a manner relating to Subscriber’s business-to-business sales, marketing, recruiting, and business development activities. The Platform, the Output Data and any related services provided to Subscriber shall be referred, collectively, as the (“Services”). It is agreed that in the event of a conflict between the terms under this Agreement and the terms under an applicable Order, the terms of this Agreement shall prevail, unless specifically provided to the contrary in an applicable Order, with respect to specific section(s) of such Order, and in such case the specific terms of the Order shall prevail.
Subscription Fees. The license granted under Section 1, as well as related Services (if any) are conditioned on Subscriber’s payment in full of the applicable subscription fees set forth in the Order. Unless otherwise agreed between the Parties (including under an applicable Order), following the Initial Subscription Term, the subscription per each Renewal Subscription Term shall be according to Powerlead’s then current price list. Unless otherwise specified in the Order: (i) Subscriber will pay all amounts due under this Agreement in U.S. Dollars currency, (ii) all amounts invoiced hereunder are due and payable within 30 days of the date of the invoice, and (iii) all fees and other amounts paid hereunder are non-refundable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of 1.5% per month; or (b) the highest amount permitted by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, and duties.
Permitted Users. The Platform may be accessed solely by Subscriber’s employees and/or subcontractors who are explicitly authorized by Subscriber to use the Platform on Subscriber’s behalf (each, a “Permitted User”). Subscriber will ensure that the Permitted Users comply with the terms of this Agreement at all times; and shall be fully responsible for any breach of this Agreement by a Permitted User. Unauthorized access or use of the Platform must be immediately reported to Powerlead.
Account. In order to access the Platform, Subscriber and/or its Permitted Users may be required to set up an administrative account with Powerlead (“Account”). Subscriber warrants and represents that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Subscriber shall be responsible and liable for all activities of its Permitted Users and all activities that occur under or in its Account. Subscriber will require that all Permitted Users keep their user ID and password information strictly confidential.
Prohibited Uses
Except as specifically permitted herein, without the prior written consent of Powerlead, Subscriber must not, and shall not allow any Permitted User or any third party to, directly or indirectly: (i) copy, modify, create derivative works of or distribute any part of the Platform (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Subscriber’s rights under this Agreement with any third party; (iii) use any “open source” or “copyleft software” in a manner that would require Powerlead to disclose the source code of the Platform to any third party; (iv) disclose the results of any testing or benchmarking of the Platform to any third party; (v) disassemble, decompile, reverse engineer or attempt to discover the Platform’s source code or underlying algorithms; (vi) interfere or attempt to interfere with the integrity or proper working of the Services, including, without limitation, shall not use any automated or programmatic method to extract Output Data, data or output from the Services, including scraping, web harvesting, or web-data extraction, (vii) use the Platform in a manner that violates or infringes any rights of any third party, including, but not limited to, privacy rights, publicity rights or intellectual property rights or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement; (viii) remove or alter any trademarks or other proprietary notices related to the Platform; (ix) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce use limitations; (x) export, make available or use the Platform in any manner prohibited by applicable laws (including without limitation export control laws); (xi) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Platform; and/or (xii) violate third parties’ rights to privacy and other rights.
Subscriber hereby represents, warrants and covenants that: (i) Subscriber shall not resell, distribute or sub-license the Output Data, or any functionality similar or equivalent version of the Output Data; (ii) Subscriber shall not develop any service, product, tools, features, datasets or derivate work from the Output Data or the Services, whether aggregated or non-aggregated or whether identifiable or non-identifiable; (iii) Subscriber shall not use the Output Data: (a) in any manner that violated applicable laws, (b) to promote illegal service or products, (c) to promote tobacco, firearms, adult content, gambling, hate speech, or to harass, libel or defame any person or entity, (d) to promote or commit fraud, (e) in a manner that constitutes unlawful “spam” or email marketing, and/or (f) to make automatic calls or to call numbers registered with the Do Not Call Me registry in each relevant and applicable jurisdiction.
Personal Data
Personal Data Our privacy policy found at https://powerlead.com/privacy-policy (“Privacy Policy”), which is hereby incorporated by this reference. Subscriber hereby warrants, represents and covenants that it will comply at all times with any and all applicable laws, including, without limitation, privacy and data protection laws and regulations when using the Services. In some countries or jurisdictions, Subscriber may be required to implement additional steps, obtain consent or implement additional legal bases in order to comply with applicable law and before further processing the information of data subjects and businesses. The Services are provided solely upon Subscriber’s request and instruction. Subscriber hereby agrees and understand that Powerlead has not obtained any consent on Subscriber’s behalf, therefore, Subscriber is solely and fully responsible for: (i) obtaining any consent, authorization or permission to market any person or business, and (ii) implementing any applicable and required opt-out, unsubscribe and/or Do Not Sell My Personal Information requirements.
To the extent that Subscriber shares personal data with Powerlead and Subscriber needs to execute a data processing agreement (“DPA”), Subscriber shall request Powerlead’s DPA by sending an email to privacy@powerlead.com.
Subscriber acknowledges and agrees that through the use of the Services, Subscriber may have the opportunity to transmit business contact information to Powerlead and Powerlead may use it for purposes of matching, cleansing, and updating records with information from Powerlead’s database.
To the extent that the Output Data includes personal data which is subject to the General Data Protection Regulation in the EU and/or the UK (the “GDPR”), Subscriber agrees and understands: (a) that each party is a separate and independent “controller” with respect to such data; and (b) to the extent that Subscriber needs to execute a Controller-to-Controller DPA, Subscriber shall request Powerlead’s DPA by sending an email to privacy@powerlead.com. Notwithstanding anything in this Agreement to the contrary, Subscriber shall not use any information subject to the UK/EU GDPR unless it is for a purpose that constitutes a “legitimate interest” as defined in the applicable UK/EU GDPR, or Subscriber has another lawful basis to process such personal data.
The Output Data may not be unique across users and the Services and may generate the same Output Data for different customers. Subscriber should evaluate the Output Data as appropriate for Subscriber use case, including to determine whether Subscriber should take any action or implement any additional steps before making use of the Output Data (for example, any compliance step under applicable laws, including, marketing and spam laws). Subscriber shall carefully test, review, and vet the Output Data before Subscriber uses and/or implements it. In addition, Subscriber shall not engage in any automatic decision making (including, without limitation, profiling), or relied upon in isolation to make a decision, relating to any person, which has a legal effect or a similarly significant effect on that person. Any use of the Output Data by Subscriber (during and after the Subscription Term) shall be the Subscriber’s sole and exclusive responsibility and liability.
Warranties. Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE SERVICES, THE OUTPUT DATA, AND THE RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. POWERLEAD DOES NOT WARRANT THAT: (i) THE PLATFORM AND/OR THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, OR (ii) THE PLATFORM WILL OPERATE ERROR-FREE, BUG-FREE. POWERLEAD EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THE PLATFORM AND THE SERVICES, OR ANY PART THEREOF, IS MADE SOLELY AT YOUR OWN RISK AND RESPONSIBILITY. POWERLEAD DOES NOT REPRESENT AND WARRANT THAT THE DATA IS ACCURATE, RELIABLE, COMPLETE, TRUE OR UP TO DATE. POWERLEAD DOES NOT PROVIDE A WARRANTY AGAINST, AND SUBSCRIBER AGREES THAT POWERLEAD SHALL NOT BE HELD RESPONSIBLE FOR, ANY CONSEQUENCES TO SUBSCRIBER OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS, USE OF THE SERVICES, OR USE OF THE OUTPUT DATA. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.Intellectual Property Rights. The Platform is not for sale and is Powerlead’s sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Platform (and any and all improvements and derivative works thereof) and any other products, deliverables or services provided by Powerlead; are and shall remain owned solely by Powerlead or its licensors. This Agreement does not convey to Subscriber any interest in or to the Platform other than a limited right to use the Platform in accordance with Section 1. Nothing herein constitutes a waiver of Powerlead’s intellectual property rights under any law.
If Powerlead receives any feedback (e.g., questions, comments, suggestions or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Powerlead and Subscriber hereby irrevocably and unconditionally transfers and assigns to Powerlead all intellectual property rights it has in such Feedback and waives any and all moral rights that Subscriber may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Powerlead at its sole discretion, and that Powerlead in no way shall be obliged to make use of any kind of the Feedback or part thereof.
Any information about the use or operation of the Services (including, but not limited to, aggregated analytics information, metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used by Powerlead for providing the Service, for development, for statistical purposes, for regulatory and third party compliance purposes, to protect and enforce Powerlead’s rights, to monitor compliance with and investigate potential breaches of the terms of this Agreement. Such Analytics Information is Powerlead’s exclusive property. Analytics Information does not include Subscriber Data.
As between the Parties, Subscriber is, and shall be, the sole and exclusive owner of all data inputted or uploaded to the Platform by Subscriber (“Subscriber Data”) and Subscriber represents and warrants that it has all rights and authority necessary to provide Subscriber Data to Powerlead without violation of any third party rights. Subscriber grants Powerlead a perpetual license to access, store, display, use, distribute, license, sublicense, and add to its own database and create derivative works from the Subscriber Data.
The Platform may include certain open source code software and materials that are distributed together with the Platform and that are subject to their respective open source licenses. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software.Confidentiality. Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (“Confidential Information”). Subscriber acknowledges that this Agreement, the terms of this Agreement and Powerlead’s database (except for the specific license granted herein) is Powerlead Confidential Information. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (“Permitted Use”). The receiving party shall only permit access to the disclosing party’s Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that it notifies the disclosing Party of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
Support. During the Subscription Term Powerlead shall use commercially reasonable efforts to repair the Platform in accordance with the SLA. Powerlead’s support obligation shall not apply if the failure of the Platform results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform by persons other than Powerlead or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform; (iii) use of the Platform other than in accordance with the Platform’s Documentation; (iv) Subscriber’s failure to implement software updates provided by Powerlead specifically to avoid such failure; (v) the combination of the Platform with equipment or software not authorized or provided by Powerlead.
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LIMITATION OF LIABILITY. EXCEPT FOR SUBSCRIBER’S MISAPPROPRIATION OR OTHERWISE VIOLATION OF POWERLEAD’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE BY SUBSCRIBER):
(A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OUTPUT DATA, OR DATA USE; AND
(B) EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO POWERLEAD BY SUBSCRIBER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO POWERLEAD UNDER THIS AGREEMENT (INCLUDING THE ORDER).
THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 11 (LIMITATION OF LIABILITY) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND: (I) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (II) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY). Indemnification. Subject to Section 11, Powerlead agrees to defend, at its expense, any third party action or suit brought against Subscriber alleging that the Platform (but excluding any open source therein), when used as permitted under this Agreement and the Order (as the case may be, infringes intellectual property rights of a third party (“IP Infringement Claim”); and Powerlead will pay any damages awarded in a final judgment against Subscriber that are attributable to any such claim, provided that (i) Subscriber promptly notifies Powerlead in writing of such claim; and (ii) Subscriber grants Powerlead the sole authority to handle the defense or settlement of any such claim and provides Powerlead with all reasonable information and assistance, at Powerlead’s expense. Powerlead will not be bound by any settlement that Subscriber enters into without Powerlead’s prior written consent.
If the Platform becomes, or in Powerlead’s opinion is likely to become, the subject of an IP Infringement Claim, then Powerlead may, at its sole discretion: (a) procure for Subscriber the right to continue using the Platform; (b) replace or modify the Platform to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Powerlead’s reasonable efforts, then Powerlead may terminate this Agreement and provide a refund for any amount pre-paid by Subscriber for such returned Platform for the remaining unused period of the license.
Notwithstanding the foregoing, Powerlead shall have no responsibility for IP Infringement Claims resulting from or based on: (aa) modifications to the Platform made by a party other than Powerlead or its designee; (bb) Subscriber’s failure to implement software updates provided by Powerlead specifically to avoid infringement; or (cc) combination or use of the Platform with equipment, devices or software not supplied by Powerlead or not in accordance with the Documentation.
This Section states Powerlead’s entire liability, and Subscriber’s exclusive remedy, for claims or alleged or actual infringement.
Notwithstanding anything to the contrary in the Agreement or any agreement between the parties, Subscriber shall indemnify, defend and hold harmless Powerlead against all losses, fines, penalties and sanctions arising from any claim of any kind by a data subject, third party or supervisory authority related to Subscriber’s use of the Output Data and/or Subscribers instructions, or arising from, or related to, any breach of Subscriber’s representation under this Agreement.Suspension, Subscription Term and Termination. If Powerlead believes that Subscriber is using the Platform in a manner that may cause harm to Powerlead or any third party then Powerlead may, without derogating from Powerlead’s right to terminate this Agreement for any breach hereof, suspend Subscriber’s access to and use of the Platform until such time as Powerlead believes the threat of harm, or actual harm, has passed. This Agreement shall enter into force and effect on the Effective Date and shall remain in full force and effect for the initial period set forth in the Order unless earlier terminated as set forth herein (“Initial Subscription Term”). Following such Initial Subscription Term, the Agreement shall be automatically renewed at the then-applicable subscription fees for successive 1 year terms unless terminated earlier as set forth herein and/or either Party provides the other Party with at least a 60 days’ prior written notice of non-renewal (each a“Renewal Term” and, if relevant, together with the Initial Subscription Term, the “Subscription Term”). Either Party may terminate this Agreement with immediate effect if the other Party materially breaches this Agreement and such breach remains uncured 15 days after having received written notice thereof. Upon termination or expiration of this Agreement: (i) Platform license granted to Subscriber under this Agreement shall expire, and Subscriber shall discontinue any further use and access thereof; (ii) Subscriber shall immediately delete and dispose of all copies of the Documentation in Subscriber’s or any of its representatives’ possession or control; (iii) Powerlead may delete all Subscriber Data uploaded on the Platform without affecting any of Powerlead’s rights to the Analytics Information; and (iv) any sums paid by Subscriber until the date of termination are non-refundable. The Sections of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including limitation of liability) shall so survive. If applicable, Subscriber shall be responsible to download its data from the Platform prior to termination of this Agreement.
Customer Reference. Subscriber hereby agrees that Powerlead may use Subscriber’s name and logo to identify Subscriber as a customer of Powerlead or user of the Platform, on Powerlead’s website, presentations, marketing materials or otherwise. In addition, it is hereby agreed that Subscriber will cooperate with Powerlead for creating a quote / case study that will be published on the Powerlead website. Following the termination of this Agreement Subscriber may request Powerlead to remove such customer reference.
Miscellaneous. This Agreement, including the DPA (if applicable), represents the complete agreement concerning the subject matter hereof. Powerlead reserves the right, at its discretion, to change this Agreement at any time. Any such change will be effective 10 days following our sending a notice thereof to Subscriber or posting the revised Agreement on the Platform, and Subscriber’s continued use of the Services thereafter means that Subscriber accepts those changes. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Any use of the Platform by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of the Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. This Agreement shall be governed by and construed under the laws of the State of Israel, without reference to principles and laws relating to the conflict of laws. The competent courts of the city of Tel-Aviv, shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Powerlead will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Powerlead including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Powerlead.
Last updated: November 2023