Marks Usage Agreement

This PowerFlex Marks Usage Agreement (“Agreement”) sets out the legal terms governing your ability to use registered or unregistered trademarks and service marks owned by PowerFlex Systems, LLC (together with its affiliates “PowerFlex” or “we”) and its affiliates (“PowerFlex Marks”). 

The PowerFlex Marks are important assets of PowerFlex’s business and are protected by U.S. and international laws. Subject to and conditions on your compliance with following the terms and conditions in this Agreement, you are granted a limited license to use the PowerFlex Marks as described in this Agreement on a non-exclusive, non-sublicensable, non-transferable basis:

1. You have a valid customer agreement with PowerFlex pursuant to which PowerFlex is providing services and deliverables (“Services Agreement”) and are not in default of such agreement. The Services Agreement may contain additional applicable terms and restrictions. In the event of a conflict between this Agreement and the Services Agreement, the Services Agreement controls. (This condition is not applicable if you are a media outlet seeking to use the PowerFlex Marks in a media publication or a conference host seeking to use the PowerFlex Marks in connection with a conference provided such use has been approved by PowerFlex.)

2. Use of the PowerFlex Marks is limited to the following purposes: (a) to let others know that PowerFlex provides services and deliverables for your business, (b) to let others know about your business relationship with PowerFlex on your website, in a press release, in a blog post, or in a social media post, and/or (c) if you are a media outlet, for publicity purposes such as in a press article, in a social media post, or on your website. You may not use the PowerFlex Marks to (x) show PowerFlex or the services and deliverables provided by PowerFlex in any disparaging, tarnishing, or negative light, or in any way that may be damaging to our interests in the PowerFlex Marks; (y) to imply PowerFlex endorses a product or service you are selling; (z) on  a website that violates any applicable law or regulation; (aa) in connection with any effort to compete with PowerFlex (as determined by PowerFlex in it is discretion); or (bb) creates consumer confusion.
3. All PowerFlex Marks displayed on your website should directly link to our homepage at www.powerflex.com. 

PowerFlex disclaims all warranties regarding your use of the PowerFlex Marks.

You will indemnify PowerFlex, its affiliates, and their respective employees and agents (each annified “Indemnifed Party”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) that results from your impermissible use of any PowerFlex Marks, as described in this Agreement, including any third-party Claims based on trademark or copyright infringement, dilution, passing off, counterfeiting, or unfair competition.  This Agreement is governed by the laws and dispute provisions specified in the Service Agreement (if applicable) which are incorporated into this Agreement by reference. 

We may terminate your license at anytime at our discretion. Upon termination of the license, you agree to promptly remove any PowerFlex Marks from any websites or applications, or other material. 

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