By using the PowerLego services you agree that you have authority to agree to these terms on behalf of your company, identified in an Order Form, which will be bound by these Terms of Service, are published via link on www.powerlego.com (the “Website”), and which are incorporated herein by reference. If you do not agree to any of these terms, then please do not use the Website or the Services.
1.1 Orders. PowerLego will provide Client with access to data and reports via online API as detailed on www.powerlego.com executed by both parties that will become a part of this Agreement.
1.2 Functionality. PowerLego provides API access to specific data and reports with delivery as a data feed, as hereafter defined, to the Client.
1.3 Data Feed. “Data Feed(s)” means data and reports obtained and/or generated by PowerLego from various sources and through proprietary processes and delivered to Client in a specified format and frequency via online API.
1.4 Updates. From time to time, PowerLego may update, enhance or modify functionality provided to the Client through PowerLego Services, to include new features, improve functionality, and address defects or customer feedback; provided, however, that such updates, enhancements and modifications shall not remove any critical functionality from, or degrade the performance of, the PowerLego Services.
1.5 Data Security. PowerLego shall establish and maintain reasonable safeguards against the destruction, loss, alteration of or unauthorized access to data stored on PowerLego’s systems.
2.1 Client. PowerLego acknowledges and agrees that access credentials and account information provided by an End User or Client, or any data produced through the Services that is uniquely identifiable to End User or Client (collectively, “Client Content”), shall remain the sole and exclusive property of Client and that, as between PowerLego and the Client, Client reserves all rights in and to the Client Content. Client hereby grants PowerLego a limited, non-transferable, non-assignable license during the Term to (a) access, copy, display, reproduce, and transmit the Client Content solely for the purpose of providing the PowerLego Services to Client and performing PowerLego’s obligations under this Agreement; and (b) debug software problems and provide technical support to Client, and (c) all aggregated or anonymized information generated from Client Content and the Data Feed.
2.1 PowerLego reserves all rights not expressly granted to Client in this Agreement. Subject to the rights granted to Client above, PowerLego owns and retains all right, title, and interest in and to the following (collectively, “PowerLego Content and Property”): (a) the Services, the related website and code, and all other software, hardware, technology, documentation, and information provided by PowerLego in connection with the Service; (b) all aggregated or anonymized information generated from Client Content and the Data Feed; (c) all ideas, know-how, and techniques that may be developed, conceived, or invented by PowerLego during its performance under this Agreement; (d) any other information created by or originating from PowerLego or the Services; and (e) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in clauses (a), (b), (c) and (d) above.
3.1 Authorization. For the purposes set forth in this Agreement, Client is responsible for ensuring that Client or its End User are authorized to receive data from PowerLego, and that it will access and use the Data Feed for analytical, trending, business intelligence, or other appropriate services, and for other purposes permitted by law.
3.2 Security. Client is responsible for securely managing access credentials (e.g. username and password) for the Services and shall contact PowerLego if Client becomes aware of any unauthorized access to Client accounts or unauthorized disclosure of said access credentials. Client shall cooperate with PowerLego as necessary to comply with those processes or procedures required by law.
4.1 Fees. In consideration for PowerLego’s provision of the PowerLego Services, Client shall pay to PowerLego the fees for selected individual or bundled services as specified on the “Pick Your Plan” sign-up section of Powerlego.com.
4.2 Taxes. In addition to the fees payable hereunder, Client agrees that it will be responsible for any sales, use or similar tax in connection with PowerLego Services or any professional services provided by PowerLego to Client hereunder.
5.1 General. Each party represents and warrants that: (i) it is a legal entity duly organized, validly existing and in good standing; (ii) it has all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (iii) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except when the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations hereunder; (iv) it will comply with all laws and regulations applicable to the performance of its obligations hereunder and will obtain all applicable permits and licenses required of it in connection with its obligations hereunder; (v) it will avoid deceptive, misleading or unethical practices that could adversely affect the performance of the other party’s obligations under this Agreement or damage the reputation of the other party; (vi) it is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability or the ability of the other party to perform fully its respective obligations hereunder; and (vii) its performance of its obligations under this Agreement will not violate any other agreement between such party and any third party.
5.2 PowerLego Warranties. PowerLego represents and warrants that the Services and any professional services provided hereunder will be performed in a workmanlike manner and in accordance with applicable industry standards. Both parties acknowledge that PowerLego’s ability to provide data is predicated on the Provider having a website that is accessible using normal web traversal methods. PowerLego will make commercially reasonable efforts to provide data to Client that is updated and accurate at all times.
5.3 Disclaimer. Other than as expressed in this Section 5 and 3, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, MADE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ERROR-FREE USE, OR FITNESS FOR A PARTICULAR PURPOSE.
The PowerLego standard subscription is month-to-month commencing on the date of initial registration and paid subscription fee. The subscription will renew on or about the monthly anniversary date of the original successful registration. Client can cancel anytime for any reason.
7.1 Termination for Cause. Either party may terminate this Agreement by giving written notice to the other party upon the occurrence of an Event of Default on the part of the other party. An “Event of Default” means a material breach by the other party of any of its representations, warranties or obligations (including payment of Fees) under this Agreement that remains uncured for a period of thirty (30) days after receipt of written notice of such breach from the non-defaulting party. PowerLego may terminate this Agreement immediately in the event Client has violated any law applicable to the Services, or in the event any new legal or regulatory provisions make the particular services not viable.
7.2 Termination for Insolvency. Either party may terminate this Agreement by giving written notice to the other party if such other party: is unable to pay its debts generally as they become due; is declared or otherwise becomes insolvent; is subject to a general assignment for the benefit of creditors; is subject to the appointment of a receiver for its business or assets; or is subject to any proceedings under any bankruptcy or insolvency law or liquidation, voluntary or otherwise.
7.3 Effects of Termination. Upon any termination or expiration of this Agreement under Section 7.1 or Section 7.2:
a. Client shall promptly cease using the PowerLego Services. Client acknowledges and agrees that PowerLego may immediately deactivate or delete Client’s account and/or prohibit any further access to all files and the Services by Client. Further, Client agrees that PowerLego shall not be liable to Client or any third party for any termination of Client’s access to the Services;
8.1 The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Sub-custodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.
8.2 Restrictions. Each party shall protect the Proprietary Information of the other party with the same standard of protection and care that it uses for its own Proprietary Information, but in no event less than reasonable care and diligence. Neither party shall disclose, publish, transmit or make available all or any part of such Proprietary Information except in confidence or a need-to-know basis to its own employees and third party contractors who have undertaken a written obligation of protection and confidentiality at least as protective as those obligations stated herein, and shall not duplicate, transform or reproduce such Proprietary Information except as expressly permitted hereunder.
8.3 Use of Client Data. PowerLego is a stateless web service. Powerlego leverages clients’ data to train and enhance PowerLego’s AI but does not store client’s data. Client’s data will be purged immediately after each session.
8.4 Disclosure as Required by Law. The Receiving Party may disclose Proprietary Information to the limited extent required by law; provided, however, that, to the extent permitted by law, the Receiving Party notifies the Disclosing Party in writing in advance of such disclosure and provides the Disclosing Party with copies of any related information so that the Disclosing Party may take appropriate action to protect the Proprietary Information.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR ARISING FROM OR RELATING TO THE PARTIES’ PERFORMANCE OR NON-PERFORMANCE OF ANY OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR A FAILURE OF CLIENT TO OBTAIN AUTHORIZATION AS PROVIDED IN SECTION 3.1. EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, THE LIABILITY OF A PARTY FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE SUM OF ALL FEES PAID BY CLIENT UNDER THIS AGREEMENT FOR THE LATEST (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH DAMAGES ARE FIRST SOUGHT IN RESPECT OF SUCH CLAIM.
Client shall indemnify, defend, and hold harmless PowerLego and its officers, employees, shareholders, authorized agents, and permitted assigns (“PowerLego Indemnified Parties”) from and against any and all claims filed, made or asserted against the PowerLego Indemnified Parties (or any of them), by any third party, and any damages, losses, expenses or liabilities (including but not limited to reasonable attorneys’ fees and court costs) incurred by the PowerLego Indemnified Parties (or any of them) as a result of such claims, which arise from Client’s gross negligence or reckless misconduct.
11.1 Relationship of Parties. The relationship of the parties is that of independent contractors, and this Agreement shall not be construed to create any employment relationship, partnership, joint venture, or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.
11.2 Publicity. Client agrees to allow PowerLego to use their name, trademark, service mark, trade name, logo or other commercial or product designations exclusively for the purposes of marketing the PowerLego Services. PowerLego will not issue a press release or create a case study pertaining to Client’s use of the PowerLego Service without receiving prior written consent of Client.
11.3 Assignment. Neither party may assign or delegate its rights, duties or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, either party may assign all of its rights and obligations under this Agreement (i) to a successor-in-interest as a result of a merger or consolidation or in connection with the sale or transfer of all or substantially all of its business or assets to which this Agreement relates, or (ii) to an affiliate, without the other party’s approval. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
11.4 Force Majeure. Except with respect to delays or failures caused by the negligent act or omission of either party, any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused (except, however, for the obligations of Client to pay fees as provided herein) to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, fire, flood, explosion, epidemic, pandemic, governmental action, national emergency, wars, terrorism, riots, civil disturbances and strikes, power outages, or failures of the Internet (a “Force Majeure Event”) provided that the party affected by the Force Majeure Event will immediately begin or resume performance as soon as practicable after such event has abated.
11.5 No Waiver. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Agreement shall constitute a consent to any prior or subsequent breach.
11.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.
11.7 Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.
11.8 Construction. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that this Agreement shall be more strictly construed against one party than the other.
11.9 Notices. All notices required to be given hereunder shall be given in writing and shall be delivered by email to email@example.com and/or to the client’s contact email provided during the signup process on PowerLego.com.
11.10 Governing Law and Jurisdiction. This Agreement and the parties’ respective performance hereunder will be governed by the laws of the State of Texas, without regard to its conflicts of laws rules. PowerLego and Client hereby agree on behalf of themselves, and any person claiming by or through them, that the sole jurisdiction and venue for any litigation arising from or relating to this Agreement will be an appropriate federal or state court located in Harris County, Texas.
11.11 Dispute Resolution. If at any time during the Term of this Agreement, there arises a claim, issue or disagreement about the substance or performance of this Agreement or any term or condition hereof (collectively, a “Dispute”), the disputing party shall notify the other party in writing of such Dispute (including a description of the subject matter of the Dispute) pursuant to the processes set forth in this Section 11.12. Prior to commencing any lawsuit or other proceeding, the parties shall attempt to negotiate in good faith an amicable business resolution of the Dispute. If the parties cannot resolve such Dispute within twenty (20) business days after the receipt of the notice of Dispute by the receiving party, either party may pursue any and all remedies available at law or in equity. This Dispute Resolution provision shall not prevent either party from seeking immediate injunctive or other equitable relief to address a breach or threatened breach of the confidentiality provisions herein or a breach of any other provision of this Agreement that causes or threatens to cause such party irreparable harm.