Terms & Conditions

1. Your relationship with Potentia

1.1 Your use of Potentia Labs products, software, services and web sites (referred to collectively as the “Services” in this document) is subject to the terms of a legal agreement between you and Potentia. “Potentia” means Potentia Labs, Inc., whose principal place of business is at 7604 Sanctuary Drive, Corona, CA, United States. This document explains how the agreement is made up, and sets out the terms of that agreement.

1.2 These Terms of Service form a legally binding agreement between you and Potentia in relation to your use of the Services. It is important that you take the time to read them carefully. This legal agreement is referred to below as the “Terms”.

1.3 The Content appearing on the Site is provided for informational purposes only. Potentia Labs, Inc. shall not be responsible or liable for the accuracy, usefulness or availability of any Content, Member Content or other information transmitted or made available by and through the Site and/or Services. Potentia Labs, Inc. is not a medical or health services organization or forum. The Content and Member Content presented by and through the Services is in no way intended as medical and/or psychiatric advice, is not provided for the purpose of diagnosing or treating medical and/or psychiatric problems, nor is it a substitute for medical and/or psychiatric treatment. Use of the Services does not establish a doctor-patient relationship. All Content and Member Content that is made available by and through the Site and/or Services should be discussed and confirmed with your physician, psychiatrist or other healthcare provider before adopting any wellness program or other treatment, whether offered on the Services, through the Services or otherwise. Use of the Services, Content and Member Content featured therein, is at your own risk. Information and statements regarding the products and/or services featured by and through the Site and/or Services have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure or prevent any disease.

1.4 Potentia Labs, Inc. is not a covered entity for purposes of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), nor is the information provided by you to Potentia Labs, Inc. considered protected health information under HIPAA. Therefore, Potentia Labs, Inc. (POTENTIA) does not need to comply with the HIPAA privacy or security rules.

2. Accepting the Terms

2.2 You can accept the Terms by:

  1. clicking to accept or agree to the Terms, where this option is made available to you by Potentia in the user interface for any Service; or
  2. by actually using the Services. In this case, you understand and agree that Potentia will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Potentia, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

3. Provision of the Services by Potentia

3.1 Potentia is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Potentia provides may change from time to time without prior notice to you.

3.2 As part of this continuing innovation, you acknowledge and agree that Potentia may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Potentia’s sole discretion, without prior notice to you. You may stop using the Services at any time.

3.3 Potentia reserves the right, in its sole discretion, to deny membership, as well as any Services, to anyone, for any reason whatsoever, as permitted by applicable law. We reserve the right to change, suspend, or terminate any account, including any feature, content, or service at any time for any reason. We may also place limitations on the use of certain Services, content or features, and/or limit your access to parts of the Services without notice or liability.

3.4 You acknowledge and agree that if Potentia disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4. Use of the Services by you

4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Potentia will always be accurate, correct and up to date.

4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Potentia, unless you have been specifically allowed to do so in a separate agreement with Potentia. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).

4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5 Unless you have been specifically permitted to do so in a separate agreement with Potentia, you agree that you will not reproduce, duplicate, copy, attempt to create a substitute or similar service through use of or access to, sell, trade or resell the Services for any purpose.

4.6 You agree that you are solely responsible for (and that Potentia has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Potentia may suffer) of any such breach.

4.7 We do not assume any responsibility for special processing or handling of data that might be considered “sensitive” or otherwise “regulated” by particular laws. You specifically consent to our processing of data that you upload to the Service with no special handling, and you agree that you will not, and will use commercially reasonable efforts to make sure a third party does not, use the Services to store or transfer any data that is controlled for export under any export or re-export control law or regulation, or is otherwise subject by law to special processing restrictions (for example, privacy, financial services, and health information laws and regulations).

4.8 You agree that you are responsible for your own conduct and Content while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms.

5. Billing and Payment

5.1 If you select a paid Services level, you may choose to subscribe and pay for the Services on either a monthly, bi-annual or annual basis and Potentia will bill the payment method connected to your account in advance for use of the Services. Current pricing for monthly, bi-annual and annual paid levels are as set forth on the Potentia web site, and Potentia reserves the right to modify pricing at any time, provided however that Potentia will notify the account administrator of a paid level account by email prior to any monthly or annual price increase affecting that account. If you upgrade to a higher paid level or tier, Potentia will credit any remaining balance from your previous subscription payment to your new level or tier. You may choose to discontinue your paid level account at any time; however, Potentia does not issue refunds for unused subscription periods.

5.2 You agree to maintain valid and up-to-date billing information on file with Potentia. You may update this billing information at any time in your Account settings.

5.3 All payments due are in U.S. dollars unless otherwise indicated on the subscription pricing page or invoice.

  1. Credit Card or Debit Card. Fees for accounts where you are paying with a credit card, debit card or other non-invoice form of payment are due at the beginning of the month for which Services will be provided to you. For credit cards, or debit cards: (i) Potentia will charge you for all fees when due at the beginning of each service month or year, as applicable; and (ii) these fees are considered delinquent if not received at the start of each service month or year.
  2. Invoices. Payments for invoices are due thirty days after the invoice date, unless otherwise specified, and are considered delinquent after such date.
  3. Renewal. For paid levels, at the end of each annual, bi-annual or monthly subscription period (as applicable), the Services will automatically renew for an additional year, six months, or month, respectively. If you wish to change your subscription level or term, you, or the account administrator, must change the settings in the account administration console provided as part of the Services.
  4. Other Forms of Payment. Potentia may enable other forms of payment by making them available to you in writing. These other forms of payment may be subject to additional terms which you may have to accept prior to using the additional forms of payment.

5.4 Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Potentia in collecting such delinquent amounts, except where such delinquent amounts are due to Potentia's billing inaccuracies.

5.5 Potentia will endeavor to notify you (or in the case of a Team account, your account administrator) if your paid account has delinquent fees. If delinquent fees are not paid, Potentia will automatically downgrade your account to a free Potentia account and/or suspend your use of the Services.

5.6 You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (other than Potentia’s income tax) (collectively “Taxes”), and you will pay Potentia for the Services without any reduction for Taxes. If Potentia is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Potentia with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to Potentia, you must provide Potentia with an official tax receipt or other appropriate documentation to support such payments.

5.7 These billing and payment terms may not apply if you are not subscribing to the Services directly from Potentia.

6. Your passwords and account security

6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

6.2 Accordingly, you agree that you will be solely responsible to Potentia for all activities that occur under your account.

6.3 If you become aware of any unauthorized use of your password or of your account, you agree to promptly change your password and notify Potentia immediately at support@potentialabs.com.

7. Member Information

7.1 You understand that all information (such as data files, written text, comments, music, audio files, image files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to as the “Member Content”.

7.2 Except where expressly provided otherwise by us in the Agreement, and subject to the Privacy Policy, all comments, content, information and/or materials that you submit through or in association with the Services including, without limitation, the Member Content, shall be subject to the Privacy Policy. By submitting such Member Content and/or materials to us, you, subject to the Privacy Policy: (a) represent and warrant that Potentia’s use of your submission does not and will not breach any agreement, violate any law or infringe any third - party’s rights and is true and accurate in all respects; (b) agree that Potentia is free to use, in any manner, all or part of such Member Content and/or materials on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and (c) grant Potentia all necessary rights, including a waiver of all copyright, trademark, service marks, privacy, right of publicity and moral rights, to use all Member Content and/or materials, in whole or in part, or as a derivative work, without any duty by Potentia to anyone whatsoever.

8. Member Interactions/Comments/Activity Posts

8.1 You should be aware that Content presented to you as part of the Services, may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Potentia (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Potentia or by the owners of that Content, in a separate agreement.

8.2 As part of your use of the Services, you may upload, post, distribute or disseminate content (an “Activity Post” or the “Activity Posts”), including but not limited to Member Content. You hereby grant Potentia an irrevocable, nonexclusive, transferable royalty-free worldwide right (including any moral rights) and license to use the Member Content in any Activity Post within the Services to promote and advertise the Services in any way. In connection with the operation and promotion of the Services, you agree that Potentia has the right to copy, cache, publish, display, distribute, translate, create derivative works from, and store the Member Content, regardless of the medium, technology, or form in which it is used.

8.3 You also warrant that if you are not the holder of any such rights, the holder of such rights has completely and effectively waived all such rights and validly and irrevocably granted you the right to grant the license stated above. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any Member Content. You are responsible for your own Activity Posts and are responsible for the consequences of your Activity Posts.

8.4 You agree that you will not include website links, buttons, banner ads, co-registration paths, copy or processes for generating actions (“Links”) in any Activity Posts, and/or advertising third party products and/or services within the Potentia Services. Potentia reserves the right to prohibit any conduct by Members or remove any Activity Post from the Potentia Services at any time and for any reason, in Potentia’s sole discretion. The reasons for removal may include where Potentia believes that the Activity Post is unsuitable for the Potentia Services for any reason.

8.5 Potentia reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

8.6 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

8.7 You agree that you are solely responsible for (and that neither Potentia nor the third party provider through whom you purchased Potentia has any responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Potentia may suffer) by doing so.

8.8 You agree to use the Services in a manner consistent with any and all applicable laws, rules and regulations. In connection with your use of the Services, you agree not to: (a) display any telephone numbers, street addresses, URLs, e - mail addresses or confidential information of any third party; (b) display any audio files, text, photographs, videos or other images containing confidential information; (c) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (d) impersonate any person or entity; (e) “stalk” or otherwise harass any person; (f) engage in any unauthorized advertising or commercial solicitation of third parties; (g) transmit any chain letters, spam or junk e - mail; (h) express or imply that any statements that you make are endorsed by Potentia, without our specific prior written consent; (i) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents; (j) post, distribute or reproduce in any way any copyrighted material, trademarks, service marks, trade secrets, patents, domain names, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (k) remove any copyright, trademark or other proprietary rights notices contained on the Services; (l) interfere with or disrupt any of the Services and/or the servers or networks connected to same; (m) post, offer for download, e - mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (n) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (o) “frame” or “mirror” any part of the Services, without our prior written authorization; (p) use metatags, code or other devices containing any reference to Potentia, the Services in order to direct any person to any other website for any purpose; and/or (q) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services or any software used on or for the Services. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of your membership without notice, in the sole discretion of Potentia. Potentia reserves the right to pursue any and all legal remedies against Members that engage in the aforementioned prohibited conduct.

9. Provided Content

9.1 Subject to the terms and conditions of the Agreement, you shall have the opportunity to view all or some of the quizzes, tests, challenges and activities (collectively, “Activities”), as well as the media, text, images, graphics, analyses, research, comments, opinions, advice, statements, offers, services, requests, solicitations, user interfaces, audio, video, photographs, trademarks, logos, artwork, news articles and other content made available by and through the Services (collectively, and together with the Activities, the “Content”).

9.2 The Content is compiled, distributed and displayed by Potentia, other registered users of the Services (the “Members”), and other third-party content providers (“Third-Party Providers”). Potentia does not control the Content provided by Members and/or Third-Party Providers that is made available by and through the Services. Such Members and/or Third - Party Providers are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Content. Potentia does not represent or warrant that the Content and other information posted by and through the Services and/or Site is accurate, complete, and up to date or appropriate. You understand and agree that Potentia Labs, Inc. will not be responsible for, and Potentia undertakes no responsibility to monitor or otherwise police, such Content. You agree that Potentia shall have no obligation and incur no liability to you in connection with any such Content. You may find certain Content as posted by Members and/or Third-Party Providers to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Potentia Services.

9.3 If you would like to register a complaint, notify Potentia of a dispute, notify Potentia of any improper use of the Content or other information or notify Potentia of inaccurate or misleading Content appearing in the Services or otherwise made available by and through the Services, please feel free to contact Potentia at support@potentialabs.com.

10. Proprietary rights

10.1 You acknowledge and agree that Potentia (or Potentia’s licensors) and its resellers own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Potentia or its resellers and that you shall not disclose such information without Potentia’s prior written consent. Except as expressly provided in the Agreement, no part of the Potentia Services may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Potentia’s prior express written consent.

10.2 Unless you have agreed otherwise in writing with Potentia, nothing in the Terms gives you a right to use any of Potentia’s or its resellers' trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. The “Potentia” name and logo are trademarks of Potentia Labs, Inc. All custom graphics, icons and service names are trademarks and/or copyrights of Potentia. All other trademarks are the property of their respective owners. The use of any Potentia trademarks, service marks, copyrights, patents, trade secrets, domain names, and/or other proprietary rights without Potentia’s express written consent is strictly prohibited.

10.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Potentia, then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of the Terms.

10.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services. All material posted or made available by and through the Potentia Offerings including, but not limited to, the design, selection, arrangement and coordination of such Potentia Services, is owned by, or licensed to, Potentia and is protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity, service marks or trademarks with respect to any of the Potentia Services, Content, Member Content or any document, software, services or other materials viewed at or through the same. The posting of information or material by and through the Services by Potentia does not constitute a waiver of any right in or to such information and materials. Potentia reserves all rights not expressly granted in the Agreement.

10.5 Unless you have been expressly authorized to do so in writing by Potentia, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

11. Publicity

11.1 If you have a paid or educational Potentia account, Potentia may identify you as a customer on our site or in our customer list, blogs, and other public communications. To request removal of this identification, please notify us in writing at support@potentialabs.com or by sending a letter to Potentia’s address which is found at the beginning of these Terms. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to do so and why.

12. License from Potentia

12.1 Potentia gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Potentia as part of the Services as provided to you by Potentia (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Potentia, in the manner permitted by the Terms.

12.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Potentia, in writing.

12.3 Unless Potentia has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

13. License from you

13.1 You retain copyright and any other rights you already hold in Member Content which you submit, share, upload, post or display on or through, the Services. The Services are designed to facilitate collaboration and sharing of content among users. In support of that core function, you hereby grant Potentia a limited license to use your Member Content to provide the Services and its features during the term of this Agreement, including the right to reproduce, adapt, modify, translate, publish, and distribute Member Content solely for the purpose of enabling Potentia to provide you with the Services in accordance with the Potentia Privacy Policy.

13.2 You understand that Potentia, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Potentia to take these actions.

13.3 You confirm and warrant to Potentia that you have all the rights, power and authority necessary to grant the above license. You agree that you will not submit, share, upload, post or display Content on or through, the Service that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit, share, upload, post or display the Content and to grant Potentia all of the license rights granted in this Section.

14. Improving Our Services

14.1 The Services which you use may automatically install updates from time to time from Potentia. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Potentia to deliver these to you) as part of your use of the Services.

14.2 We are always striving to improve our Services. In order to do so, we need to measure, analyze, and aggregate how users interact with our Services, such as usage patterns and characteristics of our user base. We collect and use analytics data regarding the use of our Products as described in our Privacy Policy.

15. Ending your relationship with Potentia

15.1 The Terms will continue to apply until terminated by either you or Potentia as set out below.

15.2 If you want to terminate your legal agreement with Potentia, you may do so by (a) notifying Potentia at any time and (b) closing your accounts for all of the Services which you use, where Potentia has made this option available to you. Your notice should be sent, in writing, to Potentia’s address which is set out at the beginning of these Terms.

15.3 Potentia may at any time, terminate its legal agreement with you:

  1. if you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
  2. if Potentia is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
  3. if Potentia is transitioning to no longer providing the Services to users in the area in which you are resident or from which you use the service; or
  4. if the provision of the Services to you by Potentia is, in Potentia’s opinion, no longer commercially viable.

15.4 Nothing in this Section shall affect Potentia’s rights regarding provision of Services under Section 3 of the Terms.

15.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Potentia have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 23.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

15.6 If your Potentia account is canceled, your information on our servers may be deactivated but not deleted. We do not actively delete your profile information, for example your name and email address. Any content that you do not wish to remain on our servers after ending your relationship with Potentia should be deleted prior to closing your account.

16. EXCLUSION OF WARRANTIES

16.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 16 AND 17, SHALL EXCLUDE OR LIMIT POTENTIA’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”

16.3 IN PARTICULAR, POTENTIA AND ITS LICENSORS AND RESELLERS DO NOT REPRESENT OR WARRANT TO YOU THAT:

  1. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
  2. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
  3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
  4. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

16.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

16.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM POTENTIA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

16.6 POTENTIA AND ITS LICENSORS AND RESELLERS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

17. LIMITATION OF LIABILITY

17.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 16.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT POTENTIA AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

  1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
  2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
    1. ANY CHANGES WHICH POTENTIA MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
    2. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
    3. YOUR FAILURE TO PROVIDE POTENTIA WITH ACCURATE ACCOUNT INFORMATION;
    4. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

17.2 THE LIMITATIONS ON POTENTIA’S LIABILITY, AND THAT OF ITS LICENSORS AND RESELLERS, TO YOU IN PARAGRAPH 17.1 ABOVE SHALL APPLY WHETHER OR NOT POTENTIA, ITS LICENSORS OR RESELLERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

18. Copyright policies

18.1 Potentia does not permit infringement of intellectual property rights on its Services. Potentia may remove Content if it believes or has reason to believe such Content infringes on another’s copyright. Without prior notice and at any time at its sole discretion, Potentia reserves the right to remove any Content, disable your ability to share or upload Content within the Service, or terminate your access to the Service (a) for uploading or sharing such Content in violation of these Terms of Service; or (b) if, under appropriate circumstances, you are determined to be a repeat infringer.

18.2 Potentia reserves the right in its sole discretion to decide whether your conduct is inappropriate and whether it complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, etc. Potentia may terminate your access for such inappropriate conduct in violation of these Terms of Service at any time and remove any such objectionable Content, without prior notice and at its sole discretion.

20. Other content

20.1 The Services may include hyperlinks to other web sites or content or resources. Potentia may have no control over any web sites or resources which are provided by companies or persons other than Potentia.

20.2 You acknowledge and agree that neither Potentia nor its licensors or resellers are responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

20.3 You acknowledge and agree that neither Potentia nor its licensors or resellers are liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

22. Changes to the Terms

22.1 Potentia may make changes to the Terms from time to time. When these changes are made, Potentia will make a new copy of the Terms available on its website.

22.2 You understand and agree that if you use the Services after the date on which the Terms have changed, Potentia will treat your use as acceptance of the updated Terms.

23. General legal terms

23.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

23.2 The Terms constitute the whole legal agreement between you and Potentia and govern your use of the Services (but excluding any services which Potentia may provide to you under a separate written agreement), and completely replace any prior agreements between you and Potentia in relation to the Services.

23.3 You agree that Potentia may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

23.4 You agree that if Potentia does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Potentia has the benefit of under any applicable law), this will not be taken to be a formal waiver of Potentia’s rights and that those rights or remedies will still be available to Potentia.

23.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

23.6 The Terms, and your relationship with Potentia under the Terms, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. You and Potentia agree to submit to the exclusive jurisdiction of the courts located within San Diego County, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Potentia shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.