Terms of Service for Powerliliy.io

Welcome to Powerlily.io, where we provide innovative services to empower your projects. These Terms of Use (referred to as the "Terms") encompass various websites, services, and scenarios. Please refer to the following definitions for clarity:

  • Device: Pertains to the handheld or tablet device you utilize to access and utilize our services through a mobile version of our website.
  • Project: Denotes the installation of solar panels, roofing materials, or other related endeavors undertaken by a contractor or service provider. This also includes any plans created through our services.
  • Property: Refers to residential or commercial properties where projects facilitated by our services are carried out.
  • Quote: Signifies an estimate for the completion of a project, potentially delivered to a property owner, created by a contractor or service provider.
  • Services: Encompass our proprietary software services, tailored to facilitate activities related to various industries. Depending on the website accessed, our services may vary. These Terms cover all services provided by Powerlily.io.

We trust that our services will be valuable to you. By accessing or using our services, you agree to abide by these Terms.

General Code of Conduct

By accessing any of our websites or utilizing our services, you agree to adhere to the following code of conduct:

  1. Compliance: You will not use the websites or services in any manner that violates these Terms of Use or any other posted policies.
  2. Respect for Intellectual Property: You will not infringe upon the intellectual property rights of Powerlily.io or any third party.
  3. Avoiding Spam: You will refrain from using the websites or services to propagate spam, including unsolicited advertising or bulk electronic communications, or linking to spam or phishing websites.
  4. Preventing Malicious Activities: You will not use the websites or services to distribute software viruses, malware, or any other harmful computer code intended to disrupt or damage systems or gain unauthorized access to information.
  5. Avoiding Overload: You will not engage in actions that impose an unreasonable load on our infrastructure, interfere with the proper functioning of the websites or services, or attempt to bypass access restrictions.
  6. Preserving Advertising: You will not remove, modify, or impair any advertising or promotions associated with the websites or services.
  7. Approved Promotion: You will not advertise or promote products or services without prior written approval from Powerlily.io or as permitted by these Terms of Use or service functionalities.
  8. Respect for Privacy: You will not collect information from any third party in violation of our Privacy Policy.
  9. Respect for Others: You will not interfere with any third party's use or enjoyment of the websites or services.
  10. Legal Compliance: You will not engage in any unlawful, fraudulent, or harmful activities that could lead to criminal or civil liability.
  11. Non-Encouragement of Prohibited Conduct: You will not encourage or facilitate any conduct that violates these prohibitions.
  12. Good Faith Usage: You will use the websites and services in good faith and comply with all applicable laws.

By using our websites and services, you acknowledge and agree to abide by these principles.

Accounts, Passwords and Logged-in Users Requirement

a. Accounts and Passwords

In order to use certain aspects and functions of the Services, you may be required to create an account. Accounts are available to anyone who provides the requisite information, subject to the restrictions and conditions as outlined elsewhere in these TOU, and for certain of the Services, at the sole discretion of Powerlily.io.

As part of the account registration, you may be asked to choose a password. It is your responsibility to create a password of sufficient strength that cannot easily be discovered by third parties. You may also be assigned a password. You are responsible for maintaining the confidentiality of your password, and are responsible for all activities that occur under your account whether by you or any third party. You agree to immediately notify us of any unauthorized use of your account or any other breach of security regarding your account.

b. Logged-in Users

If you are a Logged-in User, it is strongly suggested that you log out of your account at the end of every session, or not leave a logged-in account unattended for any period of time. Powerlily.io, its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors, and assigns (collectively “Representatives“), will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of the session, an unattended logged-in session, or a third party using the Services with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard.

Powerlily.io reserves the right to suspend or terminate your account, at its sole discretion, at any time and for any reason, including but not limited to whether you have violated the letter or spirit of the TOU, as more fully described herein-below.

b. Age Requirements

You must be 18 years of age or the age of majority in your province, state, territory, or country, to use the Services. Individuals under the age of 18, or applicable age of majority, may utilize the Services only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these TOU.

c. Account Information

The information required to create a User account shall vary depending on which Services you are using. The full list of information required to sign up for a User account for each Service is listed in the Privacy Policy. Any information you submit as part of the sign-up process may be referred to in the present TOU or the Privacy Policy as “Account Information”.

By submitting Account Information, you represent and warrant that the Account Information is true and accurate to the best of your knowledge. Where you are submitting Account Information on behalf of a Legal Entity, you represent and warrant that you have the authority to submit Account Information on behalf of the Legal Entity. Submitting false or misleading Account Information may result in you being banned from using the Services, at our sole discretion.

a. License

As a Solar Installer, in exchange for the payment of Fees for your Subscription (as outlined further in this section) and subject to your compliance with these TOU, Powerlily.io grants you a non-exclusive, non-transferable, revocable, non-sublicensable limited license to remotely access and use, solely for your internal business purposes, the Powerlily Services (as applicable) through the relevant Website as permitted for the Subscription purchased by you, solely as an end User, and on behalf of any Authorized Users. This granted license is limited by the Intellectual Property Provisions found further in these TOU.

b. Free Trial

Any free trial or other promotion that provides a User access to the Services must be used within the specified time of the trial, or subject to any other limitations as described during the sign-up process. At the end of the trial period, your use of those Services will expire and any further use of the Services are prohibited unless you pay the applicable Subscription Fee as described in the next sub-section. You will be notified of the pending expiry or expiry of your free trial when logging in to the Services and / or via email.

c. Fees for Subscriptions; Auto-renewal and Cancellation; Other Fees

There are several Subscription plans with a range of Services for purchase, as further described in the registration page for Powerlily, for the amounts listed on those pages (the “Fees“, which shall also refer to payments made for other optional products or activities displayed through the Services). If you have purchased a Services Subscription we will provide the Services under the Service Subscription that you have selected upon activation of the Subscription, for the duration of the Subscription specified at the time of Subscription activation. Selecting the Subscription for a period of time (which may be monthly, or other time lengths, hereinafter a “Term“) will charge you a Subscription Fee every Term which will renew itself automatically. Subscriptions will renew at the end of the Term automatically, prepaying for the same length of the previous Term.

You may prevent the automatic renewal of your Subscription by canceling your account no less than 5 days prior to the end of the Term. To cancel your Subscription, you must call 1-888-997-1101 and explain the reason for cancellation. Cancellation requests are only processed once you have received written confirmation via email. Only a user with Account Owner permissions may submit a cancellation request for their account; Authorized Users are not permitted to request account cancellation. Cancellations will be processed within 5 business days of request. Your account and these TOU are not considered terminated/cancelled until you receive a reply with a written confirmation via email, or a verbal confirmation on the phone. Cancellation requests sent through agents via Live Chat, in person, or through other email addresses will not be processed. Powerlily.io reserves the right to terminate any and all written agreements, including these TOU at any time, as more fully described herein-below.

In addition to the Fees payable for Subscriptions, you may also purchase additional credits for use with your account. There are certain products and services that are available to you as a Logged-in User which shall result in debits of your purchased credits; the amount of credits for a particular product or service shall be displayed to you when you are a Logged-in User. There may also be additional options that require payment of additional Fees, such as being a featured Solar Installer.

When you purchase a Subscription to Services or additional credits, or other options, you acknowledge and agree that:

  1. You shall pay the Fees set forth for the Services purchased by you in accordance with the Subscription you have selected, or any other option selected. Unless otherwise stated, all Fees are quoted in U.S. Dollars.
  2. Powerlily.io may change its plans and the Fees for any of the Services or any portion thereof at any time. Notwithstanding the foregoing, if you have purchased a Subscription for a Term, there will be no adjustment of the Fees during the Term.
  3. Powerlily.io will bill your credit card on file and you agree to pay the non-refundable Fees associated with the package selected, as applicable, in advance for the amount of credits purchased by you. The amounts necessary to purchase any credits will be debited directly from the credit card account designated by you in your account. Using the auto-renewal option will use the same payment information used as the previous transaction performed in your account. If you exceed your credits available, you can choose to purchase more. If you have the auto-renew credit option activated, you authorize us to charge your credit card listed in your account based on the rules set for your credit auto-renew at the end of the Term. Selecting one of the packages will charge your credit card according to the package selected and will renew your account with the same package selected once your renewal date is reached (the same calendar day you activated your current Subscription); additional purchased credits do not expire. Free credits gifted to you will expire on the day chosen by us. At the end of the Subscription Term, the Subscription will be renewed automatically and the card on your account will be billed for the new Term. You are required to keep your contact information and Billing Information up to date, even if not currently using the Services. All payment obligations for Subscriptions are non-disputable and all amounts paid are non-refundable.

d. Payment Processing

All Fees paid through the Services are processed using a secure https:// connection, and payment processing is handled through “Payment Processors” currently Stripe, though this is subject to change without notice. The Payment Processors currently accept Visa, MasterCard, and American Express as payment options, but these are subject to change without notice. Once transactions are accepted by a Payment Processor, they are processed in accordance with their program rules and procedures and Terms of Use. Powerlily.io and the Payment Processors are unaffiliated companies and Powerlily.io has no influence on the operations of the Payment Processors. Powerlily.io and / or its Representatives shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of the Payment Processors.

5. Disclaimer Regarding Energy Savings in Quotes

Powerlily.io uses government data, weather data, and general financial rules, formulas, and processes to create the most accurate Quotes, savings forecasts, and production forecasts that are available through the Services. However, Powerlily.io makes no representations or warranties regarding this data, formulas, and processes, and conditions and assumptions may change. Powerlily.io and / or its Representatives shall in no way be held responsible for any difference between potential outlined in a Quote for a Solar Project and actual savings achieved by having a completed Solar Project on a Property Owner’s Property. By using the Services, you expressly acknowledge and agree to this limitation.

6. Quotes, Projects, and Drawing Measurements

The Services allow Property Owners to receive Quotes from Solar Installers and Roofers and to conclude contracts for the completion of Projects on a Property. When using the Services to complete these functions, all Services Users, in addition to the rights, responsibilities, and limitations outlined elsewhere in these TOU, acknowledge and agree that:

  1. Powerlily.io and / or any of its Representatives is not a party to any Quote or contract and shall have no rights or responsibilities thereunder, including but not limited to the enforcement thereof.
  2. The Solar Installer has complete control over the content of any Quote, measurements, or contract, and Powerlily.io has no control over any document produced by the Solar Installer by using the Services and disclaims any responsibility thereto.
  3. Powerlily.io has no control whatsoever and disclaims any responsibility to any User’s performance of their duties in completing or participating in a Project. Without limiting the generality of the foregoing, Powerlily.io has no control over and shall in no way be responsible for the obtaining of the necessary permits, licenses, or any other similar government or regulatory permissions that may be required to complete a Project.
  4. If there is a dispute between a Property Owner and a Solar Installer arising out of a Quote and drawing measurements, a Project (whether completed or not), or any other matter or issue, the parties shall settle such dispute with each other directly. Powerlily.io is not a party and shall not be a party to any dispute between Users. Without limiting the generality of the Disclaimer of Warranties and Limitation of Liability sections further in these TOU, Users hereby agree to release Powerlily.io and its Representatives from any damages or claims of any kind, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such disputes and dealings with other Users.

a. Intellectual Property Rights

You acknowledge that:

  1. The Services and Websites contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
  2. Powerlily and/or third parties (via license) own all right, title, and interest in and to the Services and Websites and content that may be presented or accessed through the Services and Websites, including without limitation all Intellectual Property Rights therein and thereto.

All rights not specifically granted under these TOU are reserved to Powerlily and its licensors. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

You agree that you will not, and will not allow any third party, to:

  1. Copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Websites or Services, or content that may be presented or accessed through the Websites or Services for any purpose, unless otherwise permitted by these TOU or the functionalities of the Services.
  2. Take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Websites or Services.
  3. Remove, obscure, or alter Powerlily's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Websites or Services.

The content, arrangement, and layout of the Websites and Services, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to Powerlily, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Powerlily, or as permitted by the functionality of the Services or these TOU. Any unauthorized use of the content, arrangement or layout of the Websites or Services, Computer Code, images, logos, videos, audio or trademarks found in the Websites or Services or any portion of or derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Powerlily may take action accordingly.

The above paragraph further applies to third party property used as part of the Services or Websites, including but not limited to third party Computer Code. For the purposes of the present section, "Computer Code" includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

You acknowledge and agree that any licenses granted to you elsewhere in these TOU are limited to the limited use of the Computer Code as manifested in the Services. Any license granted to you in no way includes the underlying Computer Code.

b. Submitted Information

If you choose to communicate to Powerlily (via any means) suggestions for improvements to any of the Websites or Services (collectively, "Feedback"), Powerlily shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title, and interest in and to the Feedback to Powerlily and waive in favor of Powerlily, its successors, and assigns all your moral rights in the Feedback, and agree to provide Powerlily such assistance as Powerlily may require to document, perfect, and maintain Powerlily's rights to the Feedback. You acknowledge and agree that, by providing any Feedback to Powerlily, you are not entitled to any compensation or reimbursement of any kind from Powerlily under any circumstances.

c. User Content

As a Logged-in User, you may use the Services to create and submit text which may be visible to other Users or third parties in various ways. You may also upload certain file types including but not necessarily limited to text, photographs, graphics, video, audio, or any other type of media or content, and other interactive features generated, provided, or otherwise made accessible on or through the Services. All of the foregoing shall be deemed User Content. By creating, submitting, and/or uploading User Content, you agree to be bound by the Powerlily policy for User Content as described in this section (the User Content Policy).

When you submit User Content, you acknowledge and agree to the following:

  1. User Content submitted by you does not violate any intellectual property right or other proprietary right of a third party. Without limiting the generality of the foregoing, you acknowledge that any User Content submitted is your own original works, or works for which you have been granted a valid license to reproduce or display.
  2. You retain all of your ownership rights in the User Content you submit. However, by submitting User Content to Powerlily, you hereby grant Powerlily a worldwide, non-exclusive, royalty-free, sublicenseable, and transferable license to use, edit, translate, reproduce, distribute, display, and/or perform and otherwise fully exploit the User Content in connection with the Website and Services and/or Powerlily's (and its successors' and affiliates') business or activities, including without limitation for promoting and redistributing part or all of the Websites or Services (and derivative works thereof) in any media formats and through any media channels without any compensation to you.
  3. You also hereby waive any moral rights you may have in your User Content and grant other Users of the Websites or Services a non-exclusive license to access your User Content, and to use, reproduce, distribute, display and/or perform such User Content as permitted through the functionality of the Services and under these TOU.
  4. The licenses granted by you in the previous paragraphs regarding the User Content are perpetual and irrevocable, and apply throughout the world and in any and all media as applicable.
  5. You will not upload any User Content that is unlawful, threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of another’s privacy, or otherwise tortuous. Furthermore, you will not upload any User Content that is racist, sexist, homophobic, or otherwise offensive to any minority or group; contains any adult content or political militancy; or upload any User Content that contains any viruses, commercial solicitations (except as contemplated by the Services), mass mailing, chain mailing, or any other form of spam.
  6. You will not include in User Content links to any third-party website that is a spam or phishing website, to any website that sells goods or services not related to the activities or themes of the Website and Services, or to any website that may violate any applicable law.

Where you are accessing or downloading User Content of a Logged-in User, you acknowledge that any use of User Content accessed or downloaded by you while using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any third party arising therefrom, and Powerlily disclaims any responsibility in this regard.

If you as a Website visitor or Services user believe that a Logged-in User has posted User Content that violates these TOU, please contact us at legal@Powerlily.com so that we may conduct an inquiry. Powerlily retains absolute discretion whether to remove or modify any User Content or take any other action pursuant to your report.

User Content is not edited, curated, or otherwise modified or checked by Powerlily prior to posting. However, Powerlily reserves the right, in its sole discretion, to remove or modify immediately and without notice any User Content that violates the User Content Policy.

Powerlily and its Representatives will not be held liable for any damages, pecuniary or otherwise, to you or any third party arising from your submission or use of User Content, whether it violates the User Content Policy or not, or our removal or modification thereof, and disclaims any responsibility in this regard.

9. Interruption of Service

From time to time, the Websites or Services may be unavailable for brief periods of time for maintenance and/or modifications to the Websites or Services. While we will endeavour to make this unavailability as brief as possible, Powerlily and its Representatives shall not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Websites or Services, and disclaims any responsibility thereto.

10. Suspension or Termination of your Account; Termination of the Services and the TOU

You agree that Powerlily, in their sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your account credentials, or otherwise suspend or terminate your access to or use of the Websites and/or Services (or any portion thereof), immediately and without notice, for any reason, including, without limitation, if Powerlily believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy, or have repeatedly violated any other posted policy.

Powerlily may also, in their sole discretion and at any time, discontinue providing the Websites and/or Services, or any portion thereof, with or without notice. You agree that Powerlily shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Websites or Services, or from Powerlily’s termination of the Websites and/or Services or any part thereof.

Termination of the Websites and/or Services or your access to the Websites and/or Services shall terminate the present TOU as between you and Powerlily. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

11. External Links

From time to time Powerlily, or other Services Users, may provide links to other websites or services, including but not limited to websites of Solar Installers and Roofers. Links from the Websites or Services may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. Powerlily provides those links as a convenience to you and Powerlily takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and/or Privacy Policy of any website or service you visit. Powerlily does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites (whether for free or for purchase) or the third parties operating those websites, even if such third parties are other Services Users.

In no way will Powerlily or its Representatives be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the Websites or Services or the information thereon; (2) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service, even if such operators are other Services Users.

12. Disclaimer of Warranties

You expressly understand and agree that your use of the Websites or Services, the information or material thereon (whether provided by Powerlily or third parties, including but not limited to other Services Users) or any activity arising from your use of the Services or the information thereon (including but not limited to the completion of, or participation in, a Project) or the materials streamed or downloaded therefrom is at your sole risk. The Websites and Services, any materials downloaded therefrom, or any third party materials, are provided on an “as is” and “as available” basis, and you will be solely responsible for any damage to your computer or Device or loss of data that results from the download or access of any material obtained through the use of the Services or any other functionalities of the Services, or losses or damages (pecuniary or otherwise) resulting from (i) your use of the Websites or Services, the information thereon, any materials downloaded therefrom, or (ii) any activity arising from the use of the Services or the information thereon (including but not limited to the completion of, or participation in, a Project) or any materials downloaded therefrom.

The information or resources provided on the Websites or through the Services, written or produced by Powerlily staff, freelance writers or other subcontractors are known to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Services is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur, and Powerlily and/or its Representatives shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Websites or through the Services.

Powerlily expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Websites or Services, the information thereon or any materials downloaded therefrom, and any third-party materials (including but not limited to other Services users and User Content) will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. Powerlily and its Representatives do not warrant that: (i) the Websites and Services will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content or software available at or through the Websites or Services is free of viruses or other harmful components; (iv) functionalities of the Services will work equally in desktop and Device environments; or (v) the results of using the Services, or any activity arising therefrom (including but not limited to using the completion of, or participation in, a Project), or any content downloaded therefrom will meet your requirements.

13. Limitation of Liability

Powerlily shall not be liable and assumes no responsibility for any loss or damages arising from or relating to the information available through the Websites or Services or downloaded therefrom, the use of the Websites or Services, activities arising from your use of the Services (including but not limited to the completion of, or participation in, a Project), or any third-party materials on the Websites or available through the Services, even if such third parties are other Services Users.

To the maximum extent permitted by law, in no event will Powerlily or its Representatives: (i) be liable for any indirect, incidental, extraordinary, consequential, special, punitive or exemplary damages (including, without limitation, loss of revenue or profits, lost or damaged data, loss of use, business interruption or any other pecuniary loss), arising out of or relating to the Websites or Services or your use, misuse or inability to use the Websites or Services, even if Powerlily has been advised of the possibility of such damages. This limitation of liability will apply regardless of the form of action, whether in contract, warranty, tort, negligence, strict liability or under any other legal theory. The foregoing disclaimers, waivers and limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the limitation or exclusion of liability, so the above limitations may not apply to you.

14. Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by Powerlily or its Representatives, you agree to indemnify, defend and hold harmless Powerlily and its Representatives, or its affiliates and their Representatives, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Websites or Services or the information thereon or information or materials downloaded therefrom; (ii) your participation in any activities arising from the Services (including but not limited completion of, or participation in, a Project), the information thereon or information or materials downloaded therefrom; (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.

15. Governing Laws and Jurisdiction

These TOU, and your use of the Websites or Services shall be governed by and construed in accordance with the laws of the State of California, U.S.A, without regard to its principles of conflicts of laws. You agree that any legal action or proceeding between you and Powerlily shall be brought exclusively in the state courts located in Alameda, California, or in the United States District Court for the Northern District of California. Notwithstanding the foregoing, Powerlily shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by a California court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in a California court.

16. Miscellaneous Provisions

  1. The TOU, in conjunction with the Privacy Policy, constitute the entire agreement between you and Powerlily with respect to your use of the Websites or Services, superseding any prior agreements between you and Powerlily, its predecessors, affiliates or subsidiaries.
  2. Powerlily shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond Powerlily’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
  3. If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.
  4. The failure of Powerlily to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to Powerlily.
  5. The section titles in the TOU and Privacy Policy are for convenience only and have no legal or contractual effect.

The parties acknowledge having expressly required that these TOU and the Privacy Policy are to be drawn up in the English language.