Terms of Use – PowerON

PowerON Limited Terms of Use

(as at 20^th July 2020)

INTRODUCTION
1. Welcome to PowerON website poweron.one (“Site”). PowerON Limited (PowerON, “we” or “us”) is a technology company that offers multifunctional smart elastomer components and assemblies for soft robotics, human machine interfaces, automation and more. PowerON is currently based out of New Zealand but also operates in Europe. Our website provides information to users about PowerON, including without limitation, our company overview, information about our products and their various uses and PowerON’s contact details (“Services”).
1. You are agreeing to these terms of use with PowerON Limited, a company incorporated in New Zealand, with the company number 7520277, and having its registered office at 293 Lincoln Road, Henderson, Auckland 1610, New Zealand and its subsidiaries and affiliates from time to time in respect to the Site and Services provided by PowerON.
2. If you are using the Site or Services on behalf of an organisation, you are irrevocably agreeing to these Terms for your organisation and promising to PowerON that you have the authority to bind that organisation to these Terms (in which event, “you” and “your” will also refer to that organisation) unless that organisation has a separate contract in effect with us, in which event the terms of that contract will govern your use of the Services.
3. This document, the Terms of Use (“Terms”), outlines the terms regarding your use of the Site and Services. These Terms are a legally binding contract between you and PowerON so please read carefully. If you do not agree with these Terms, do not continue to access the Site or use any of the Services.
4. The Site and Services include the platform including any applications, websites or other properties owned or operated by PowerON.
5. In exchange for you complying with the Terms at all times, we grant you a non-exclusive, non-transferrable worldwide licence to use and access the Services and Site on the terms set out herein.
PRIVACY
1. Through your use of the Site or Services, we collect certain information about you in accordance with our privacy policy — (“Privacy Policy”). You acknowledge your use of the Site or Services is subject to our Privacy Policy and understand that it sets out how PowerON collects, stores and uses certain information.
CHANGES TO THESE TERMS
1. We reserve the right to modify these Terms at any time. We will post the most current version of these Terms on the Site. If we make any material changes to these Terms, we will notify you of any such changes on the Site. If you do not accept the changes, you must stop using the Site and Services. Continued use of the Site or Services after we notify you of such changes is deemed acceptance of the updated terms.
SERVICES
1. There may be issues with the functionality and provision of the Site from time to time.
1. We can make any changes, updates or enhancements to the Site or Services at any time. We may also add or remove functionalities or features, or we may suspend or stop the Site and/or Services altogether.
CONFIDENTIAL INFORMATION
1. By using or accessing the Site or Services, you acknowledge that we may provide you with information that is confidential, sensitive or should be kept secret. Such information will be provided on or through the Site and Services, accessed through links or downloaded by you from or through the Site and Services. Information that is confidential includes (but is not limited to) trade secrets, know-how; intellectual property; pricing and cost information; technology and technical information; security audit reviews; business or marketing plans or business processes; contract terms and prospective contract terms with prospective customers, accounts and other persons or entities with whom we may contemplate a business relationship; potential customers and purchasers; roadmaps; confidential information of any related entity, potential customers; products; product designs; design documentation; formulas; concepts; inventions; research; methods; processes; operations; product uses; product quality analysis; and other information related to us, our business that is not generally publicly known, this information should always be considered confidential to PowerON (“Confidential Information”).
1. To the extent that any documents we provide are labelled “confidential” (or something similar) or provide information (either in writing or verbal) that is of a type that a reasonable person should understand to be confidential such information is to be treated as Confidential Information, you will treat such information as confidential.
1. You agree to maintain as confidential at all times, and will not at any time, directly or indirectly, disclose or permit to be disclosed to any person, use for your own purposes or use to our detriment or use to the detriment of any other party, any such Confidential Information.
1. You hereby indemnify us against any loss or damage (whether direct or indirect) or expenses whether arising in tort (including in each case negligence), or otherwise, incurred by us as a result of any breach of this clause 5by you or any of your employees, agents, subcontractors or professional advisors.
1. You confirm that you will destroy and/or return all Confidential Information in your control and/or possession, at the request of PowerON. You will certify to PowerON once this request has been fulfilled.
INFORMATION STORAGE
1. By using and accessing the Site and Services, you understand and agree to the storage of any personal information as set out in the Privacy Policy.
ACCEPTABLE USE POLICY
1. You agree you will not, nor will you encourage or assist others to harm the Site or Services or use the Site or Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organisation or PowerON and/or to build a similar services or websites similar to the Site or Services. You agree you will not:
  1. damage, disable, burden, impair, obscure, or decompile, disassemble or remove anything from the Site or Service (or any network connected to such);
  2. reverse engineer, resell or redistribute the Site or Services or any part thereof;
  3. modify, reroute, or gain access to the Site or Services or attempt to carry out these activities otherwise than as provided for in these Terms;
  4. use any automated process or service (such as a bot, a spider, or periodic caching of information stored by PowerON) to access or use the Site or Services;
  5. rent, lease, pledge or otherwise dispose of anything on the Site or Services;
  6. use the Site or Services beyond the features allocation and amounts provided from time to time or in violation of the Acceptable Use Policy;
  7. use the Site or Services to violate any law of distribute malware or malicious content; and/or
2. distribute, post, share information or content you don’t have the right to or is illegal.
SUSPENSION AND TERMINATION OF SERVICES
1. We reserve the right to suspend or terminate your access to the Site and Services at any time in our sole discretion. You understand that if your access is suspended or terminated, you may no longer have access to the Site or Services.
POWERON’S PROPRIETARY RIGHTS
1. All content and information relating to or of the Site and Services, including but not limited to logo, design, text, software, intellectual property, technical drawings, configurations, graphics, other files, and their selection and arrangement and PowerON Confidential Information belong to PowerON, and/or its suppliers, affiliates or licensors, and you acknowledge that PowerON and its affiliates own all content and information relating to or of the Site and Services, exclusively.
2. PowerON or its licensors own and reserve all right, title and interest in and to the Site and/or Services and all hardware, software and other items used to provide the Site and/or Services, other than the rights we expressly grant to you to use the Site and/or Services and PowerON Confidential Information. No title to or ownership of any proprietary rights related to the Site, Services or PowerON Confidential Information is transferred to you pursuant to these Terms.
3. If you provide feedback, comments, suggestions and recommendations to PowerON about the Site or Services, you are automatically assigning any such rights to this information to PowerON.
NO WARRANTY OR CONDITIONS
1. To the extent permitted by law, PowerON, its subsidiaries and its affiliates (and associated service providers):
  1. provide the Services on an “as is”, “with all faults” and “as available” basis;
  2. make no representations or warranties or conditions whether express or implied of any type whatsoever, including but not limited to warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement in relation to the Site and Services; and
  3. do not guarantee that the use of the Site or Services will be uninterrupted, error-free or free of harmful components.
2. If you are dissatisfied with any portion of the Site or Services or with these terms of use, your sole and exclusive remedy is to discontinue use of the Site or Services.
INDEMNIFICATION
1. To the extent permitted by law, you will defend PowerON against any cost, loss, damage, or other liability arising from any third-party demand or claim that any information provided by you, or your use of the Site or Services:
  1. infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of PowerON’s actions); or
  2. violates any applicable law or these Terms.
2. PowerON will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.
LIMITATION OF LIABILITY
1. To the extent permitted by law, neither PowerON nor any of its affiliates, resellers, directors, officers, employees, agents, suppliers or licensors will be liable for any direct, indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, including but not limited to contract, tort, equity, warranty, negligence or otherwise, even if PowerON has been advised as to the possibility of such damages. The aggregate liability of PowerON and its affiliates, officers, resellers, employees, agents, suppliers or licensors, relating to the services will be limited to one hundred New Zealand dollars (NZD$100), irrespective of whether this remedy fully compensates you for any losses or fails of its essential purpose.
2. Some jurisdictions do not allow the limitation of incidental, consequential or other damages. In such an event where that jurisdiction applies, this limitation will not apply to you to the extent prohibited by law.
GOVERNING LAW
1. You must comply with all domestic and international and regulations that apply to your use of the Services. These laws include restrictions on destinations, end users, and end use.
2. These Terms, including the interpretation and rights and obligations hereunder, will be governed by and construed in accordance with the laws of New Zealand.
GENERAL TERMS
1. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, those terms will be replaced with similar terms to the extent enforceable under New Zealand law, but the rest of these Terms will remain in effect.
2. These Terms and the Privacy Policy constitute the entire agreement between you and us regarding your use of the Site and/or the Services. It supersedes any prior contract or oral or written statements regarding your use of the Site and/or the Services.
3. We may assign, transfer, or otherwise dispose our rights and obligations under these terms, in whole or in part, at any time without notice. You may not assign these terms or transfer any rights to use the Site and/or Services, unless agreed by PowerON in writing.
4. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance rather, the same provisions will remain in full force and effect.
5. For the purposes of the Contract and Commercial Law Act 2017 (NZ) the agreements and undertakings set out in these Terms as given by you are given for the benefit of PowerON and all of its related entities and any of its subsidiaries or affiliates from time to time (as the case may be), and are enforceable at the suit of either or any of them.
6. Where you are party to any other agreement or arrangement with us, and there are inconsistencies between these Terms and the terms of the other agreements or arrangements, these Terms shall be modified to give effect to the terms of the other agreements or arrangements.