PLEASE READ THE TERMS OF 
SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR 
LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.The Terms of Service Agreement (this “Agreement“) is a contract between you (“you” or “User“) and Power3Designs (“Power3Designs“, “we,”or “us”
 ). You must read, agree to, and accept all of the terms and conditions 
contained in this Agreement to be a User of our website located at 
www.power3designs.com. This Agreement includes and hereby incorporates 
by reference our <a href="https://www.power3designs.com/privacy/">Privacy Policy</a>.

Subject to the conditions set forth herein, Power3Designs may, in its
 sole discretion, amend this Agreement at any time by posting a revised 
version on the Site. Power3Designs will provide advance notice of any 
amendment by posting the updated Terms of Service on the Site, providing
 notice on the Site, and/or sending you notice by email. Any revisions 
to the Terms of Service will take effect on the noted effective date (“Effective Date“).YOU
 UNDERSTAND THAT BY USING THE SITE AFTER THE EFFECTIVE DATE, YOU AGREE 
TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF 
SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE AFTER THE 
EFFECTIVE DATE.IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF
 AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING 
SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT 
THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS 
OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR 
AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL 
REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

By registering for an account to use the Site (an “Account“),
 or by using the Site after the Effective Date if you had an Account on 
the Effective Date, you agree to abide by this Agreement and the other 
Terms of Service.To access and use certain portions of the Site,
 you must register for an Account. Power3Designs reserves the right to 
decline a registration to join Power3Designs, for any lawful reason, 
including supply and demand, cost to maintain data, or other business 
considerations.Power3Designs offers the Site for your business 
purposes only and not for personal, household, or consumer use. To 
register for an Account or use the Site, you must, and hereby represent 
that you (a) have or are an employee or agent of and authorized to act 
for an independent business (whether it be as a self-employed 
individual/sole proprietor or as a corporation, limited liability 
company, or other entity); (b) will use the Site for business purposes 
only; (c) will comply with any licensing, registration, or other 
requirements with respect to your business, or the business for which 
you are acting; and (d) a legal entity or an individual 18 years or 
older (or have otherwise reached the age of majority in the jurisdiction
 in which you conduct business) who can form legally binding contracts.If
 you create an Account as an employee or agent on behalf of a company, 
you represent and warrant that you are authorized to enter into binding 
contracts, including the Terms of Service, on behalf of yourself and the
 company.To register for an Account to join the Site, you must complete a User profile (“Profile“),
 which you consent to be shown to other Users. You agree to provide 
true, accurate, and complete information on your Profile and all 
registration and other forms you access on the Site or provide to us and
 to update your information to maintain its truthfulness, accuracy, and 
completeness. You agree not to provide any false or misleading 
information about your identity or location, your business, your skills,
 or the services your business provides and to correct any such 
information that is or becomes false or misleading.

In consideration of Fees, Power3Designs will provide tangible or intangible results or deliverables (“Work Product“),
 including, but not limited to, configurations, computer programs, other
 information, and/or any intellectual property developed in connection 
herewith. User shall be charged based on actual hours used by 
Power3Designs to provide Work Product. Charges are solely based on 
Power3Designs time measurements. In addition, User shall be charged for 
any additional costs incurred in the process of producing Work Product. 
Power3Designs will advise User of any additional costs before costs are 
incurred. Charges are exclusive of taxes. You are responsible for paying
 all taxes and government charges, and reasonable expenses and attorney 
fees Power3Designs incurred collecting late amounts. You waive all 
claims relating to charges unless claimed within 30 days after the 
charge (this does not affect your credit card issuer rights). Refunds 
(if any) are at the discretion of Power3Designs.

Upon Power3Designs receipt of full payment from User for delivery of 
Work Product, Power3Designs hereby automatically grants to User a 
non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and 
worldwide right, with rights to sublicense through multiple levels of 
sublicensees, to reproduce, make derivative works of, distribute, 
publicly perform, and publicly display in any form or medium, whether 
now known or later developed, make, have made, use, sell, import, offer 
for sale, and exercise any and all present or future rights in the Work 
Product delivered for that payment. If payment is made only for partial 
delivery of Work Product, the license described herein applies only to 
the portion of Work Product delivered and paid for.

Work Product may incorporate 3rd party intellectual property or materials (“Background Technology“).
 Prior to incorporating any such work, Power3Designs will disclose any 
Background Technology which Power3Designs proposes to incorporate into 
Work Product or upon which use or distribution of the Work Product will 
depend. Upon such disclosure of Background Technology, Power3Designs 
will provide, at User’s request, (a) the name and any associated version
 number, (b) the applicable license or licensing terms, (c) whether the 
item has been modified by Power3Designs, and (d) how the item has been 
incorporated into, is used by, or is relied upon by the Work Product.

User grants Power3Designs a limited, non-exclusive, revocable (at any
 time, at User’s sole discretion) right to use any User provided 
materials as necessary solely for the performance of producing Work 
Product. User reserves all other rights and interest, including, without
 limitation, all Intellectual Property Rights, in and to the User’s 
materials. Upon removable of the project from the Site, termination of 
the Service, or upon User’s written request, Power3Designs will 
immediately destroy all copies of the materials contained in or on 
Power3Designs premises, systems, or any other equipment or location 
otherwise under Power3Designs control.

User grants Power3Designs a limited, non-exclusive, revocable (at any
 time, at User’s sole discretion) right to use (a) User’s name and logo,
 and (b) project’s name and logo for marketing and educational purposes.
 A description of the work completed by Power3Designs may also be 
disclosed publicly.

User may provide Confidential Information, whether in tangible, 
electronic, verbal, graphic, visual, or other form, to assist 
Power3Designs in producing Work Product or performing Services. 
Power3Designs will protect the secrecy of the User’s Confidential 
Information with the same degree of care as it uses to protect its own 
Confidential Information, but in no event with less than due care, and 
will: (a) not disclose or permit others to disclose User’s Confidential 
Information to anyone without first obtaining the express written 
consent of User; (b) not use or permit the use of User’s Confidential 
Information, except as necessary for producing Work Product or 
performing Services (including, without limitation, the storage or 
transmission of Confidential Information on or through the Site for use 
by User); and (c) limit access to User’s Confidential Information to its
 personnel who need to know such information to produce Work Product or 
perform Services.

Confidential Information does not include material or information 
that is known to the public or that: (a) is generally known by third 
parties as a result of no act or omission of User or Power3Designs; (b) 
subsequent to disclosure hereunder, was lawfully received without 
restriction on disclosure from a third party having the right to 
disseminate the information; (c) was already known by Power3Designs 
prior to receiving it from the other party and was not received from a 
third party in breach of that third party’s obligations of 
confidentiality; or (d) was independently developed by Power3Designs 
without use of another person’s Confidential Information.

If and when Confidential Information is no longer needed for the 
performance of the Services or User’s request (which may be made at any 
time at User’s sole discretion), Power3Designs will promptly destroy the
 User’s Confidential Information and any copies thereof contained in or 
on its premises, systems, or any other equipment otherwise under its 
control.

A disclosure of information will be immune from prosecution or civil 
action under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: 
(A) is made (i) in confidence to a Federal, State, or local government 
official, either directly or indirectly, or to an attorney, and (ii) 
solely for the purpose of reporting or investigating a suspected 
violation of law; or (B) is made in a complaint or other document filed 
in a lawsuit or other proceeding, if such filing is made under seal.

Nothing in this Agreement is intended to or should be construed to 
create a partnership, joint venture, franchisor/franchisee or 
employer-employee relationship between Power3Designs and a User.

POWER3DESIGNS SERVICES ARE PROVIDED “AS IS” AND ANY EXPRESS OR 
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED 
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE 
DISCLAIMED. IN NO EVENT SHALL POWER3DESIGNS BE LIABLE FOR ANY DIRECT, 
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES 
(INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR 
SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) 
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, 
STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN
 ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGE.

You shall indemnify and defend Power3Designs and our respective 
directors, officers, employees, representatives, and agents from any 
third party claim or liability (including without limitation reasonable 
legal fees) arising out of (a) the user of the Site by you or your 
agents; (b) failure to comply with the Terms of Service by you or your 
agents; (c) failure to comply with applicable law by you or your agents;
 (d) negligence, willful misconduct, or fraud by you or your agents; and
 (e) defamation, libel, violation of privacy rights, unfair competition,
 or infringement of Intellectual Property Rights or allegations thereof 
to the extent caused by you or your agents. For the purposes of this 
section, your agents includes any person who has apparent authority to 
access or use your account demonstrated by using your username and 
password.

You may terminate this Agreement for any reason by providing us 
notice at any time. We may terminate this Agreement for any reason by 
providing you at least 30 days advance notice. We may also terminate 
this Agreement immediately upon notice to you if: (a) your use could 
subject us, our affiliates, or any third party to liability; (b) you are
 in violation of this Agreement; (c) you are in breach of your payment 
obligations; (d) your use could be fraudulent. Upon termination, your 
Account will be closed and all services provided by Power3Designs will 
cease. You remain responsible for all fees and charges you have incurred
 through the Termination Date.

User may not assign the Terms of Service, or any of its rights or 
obligations hereunder, without Power3Designs prior written consent in 
the form of a written instrument signed by a duly authorized 
representative of Power3Designs. Power3Designs may freely assign this 
Agreement and the other Terms of Service without User’s consent. Any 
attempted assignment or transfer in violation of this subsection will be
 null and void. Subject to the foregoing restrictions, the Terms of 
Service are binding upon and will inure to the benefit of the 
successors, heirs, and permitted assigns of the parties.

Any dispute relating in any way to these terms and the use of the 
services will be adjudicated in any state or federal court in Lyon 
County, Nevada, and you hereby consent to exclusive jurisdiction and 
venue in those courts. The laws of the State of California, without regard 
to principles of conflicts of laws and excluding the United Nations 
Convention on Contracts for the International Sale of Goods (CISG), will
 govern these terms and any dispute of any sort that might arise between
 you and us.

If and to the extent any provision of this Agreement or the other 
Terms of Service is held illegal, invalid, or unenforceable in whole or 
in part under applicable law, such provision or such portion thereof 
will be ineffective as to the jurisdiction in which it is illegal, 
invalid, or unenforceable to the extent of its illegality, invalidity, 
or unenforceability and will be deemed modified to the extent necessary 
to conform to applicable law so as to give the maximum effect to the 
intent of the parties. The illegality, invalidity, or unenforceability 
of such provision in that jurisdiction will not in any way affect the 
legality, validity, or enforceability of such provision in any other 
jurisdiction or of any other provision in any jurisdiction.

The parties to this Agreement will not be responsible for the failure
 to perform or any delay in performance of any obligation hereunder for a
 reasonable period due to labor disturbances, accidents, fires, floods, 
telecommunications or Internet failures, strikes, wars, riots, 
rebellions, blockades, acts of government, governmental requirements and
 regulations or restrictions imposed by law or any other similar 
conditions beyond the reasonable control of such party.

This Agreement sets forth the entire agreement and understanding 
between you and Power3Designs relating to the subject matter hereof and 
thereof and cancels and supersedes any prior or contemporaneous 
discussions, agreements, representations, warranties, and other 
communications between you and us, written or oral, to the extent they 
relate in any way to the subject matter hereof and thereof. The section 
headings in the Terms of Service are included for ease of reference only
 and have no binding effect. Even though Power3Designs drafted the Terms
 of Service, you represent that you had ample time to review and decide 
whether to agree to the Terms of Service. If an ambiguity or question of
 intent or interpretation of the Terms of Service arises, no presumption
 or burden of proof will arise favoring or disfavoring you or 
Power3Designs because of the authorship of any provision of the Terms of
 Service.