Throughout this Agreement, the words “Potentia,” “us,” “we,” and “our,” refer to our company, Potentia, as is appropriate in the context of the use of the words.
After registering we shall grant you access to Platform as permitted by us and in accordance with this Agreement. All rights not explicitly granted are reserved for Potentia. Where you download software to access our Platform, we grant you a limited, fully revocable, non-exclusive license to download one copy of our Platform onto your electronic device(s). If you breach this Agreement, your access or license to use our Platform may be terminated at our discretion. Additionally, we may revoke your access or license to use our Platform if we believe that your actions may harm us, our business interests, or any third party rights. Failure by us to revoke your access does not act as a waiver of your conduct.
Please be aware that the Platform and any associated content are “as-is” and “as-available.” Any information or content found on our Platform, including any training or mental health content, notifications or tools provided are offered only for informational and educational purposes.
Always use common sense when making decisions about your health. If you are experiencing a medical or mental health emergency or believe that you may have a medical or mental health issue please call 911 or contact your health care or mental health care provider immediately. Do not delay in receiving treatment for any mental health or medical issues due to any information found on our Platform.
POTENTIA DOES NOT PROVIDE MEDICAL OPINIONS, CARE, OR ADVICE AND DOES NOT PROVIDE FORMAL MEDICAL DIAGNOSIS, TREATMENT, OR PRESCRIPTIONS. POTENTIA DOES NOT AND DOES NOT INTEND TO PROVIDE MEDICAL EVALUATION OR ACT IN ANY MANNER AS A PHYSICIAN OR MEDICAL CORPORATION. THE CONTENT AND USER CONTENT PRESENTED FOUND ON THE PLATFORM IS IN NO WAY INTENDED AS MEDICAL AND/OR MENTAL HEALTH ADVICE OR THERAPY, AND IS NOT PROVIDED FOR THE PURPOSE OF DIAGNOSING OR TREATING MEDICAL AND/OR MENTAL HEALTH ISSUES OR CONDITIONS, NOR IS IT A SUBSTITUTE FOR MEDICAL AND/OR MENTAL HEALTH TREATMENT AND/OR THERAPY. CONTENT, INFORMATION, AND STATEMENTS ARE NOT MEDICAL ADVICE AND NO PATIENT/DOCTOR PRIVILEGE IS FORMED. IN ADDITION, ANY CONTENT FOUND ON THE PLATFORM HAS NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR PSYCHOLOGICAL DISORDER. To the extent permitted under applicable laws, you hereby release Potentia from any and all claims or liabilities related to your use of the Platform and any action or inaction by you based on any content found on the Platform.
When using our Platform, users are responsible for your use. You agree to the following:
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Platform may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Platform, but Potentia reserves the right to suspend or terminate any account at any time without notice or explanation.
Your ability to submit or transmit any information through the Platform, including but not limited to data, written content, images, videos, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that we are not required to host, display, migrate, or distribute any of your User Content and we may refuse to accept or transmit any User Content. You agree that you are solely responsible for any User Content submitted and you release us from any liability associated with any User Content submitted. We cannot guarantee the absolute safety and security of any such User Content. Any User Content found to be in violation of this Agreement or that we determine to be harmful to the Platform may be modified, edited, or removed at our discretion.
When submitting any User Content to our Platform you represent and warrant that you own all rights to the User Content and you have paid for or otherwise have permission to use any User Content submitted. Furthermore, you represent and warrant that all User Content is legal and the User Content does not interfere with any third party rights or obligations.
When you submit any User Content to us, you grant Potentia, its partners, affiliates, representatives and assigns a non-exclusive, limited, fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of your User Content for the purposes of providing you any services associated with the Platform for the duration of this Agreement. Your User Content may be publicly accessible and shared with other users. Where required by US federal or state law, we may keep copies of your User Content after the termination of this Agreement. Additionally, you grant to Potentia a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of our Platform. We reserve the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to you.
Potentia shall have the right, but not the obligation, to monitor all User Content on the Platform at all times, to determine compliance with this Agreement and any guidelines established by us. Without limiting the foregoing, Potentia shall have the right, but not the obligation, to remove any User Content that Potentia at its sole discretion. For example, we may remove User Content if we believe that any User Content may harm us or our business interests or violate any United States laws or regulations. We have no obligation to retain or provide you with copies of any User Content after your termination of this Agreement.
Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Platform. You agree and acknowledge that the Platform uses remote access and may not always be either 100% reliable or available.
We reserve the right to alter, modify, update, or remove the Platform or any portions thereof, at any time. We may conduct such modifications to our Platform for security reasons, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of our Platform. For example, we may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Platform for security, legal or other purposes.
The name “Potentia”, the Potentia Platform along with the design of the Potentia Platform and any text, writings, images, templates, scripts, graphics, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Potentia, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Potentia reserves all rights not expressly granted in and to the Platform. You agree to not engage in the use, copying, or distribution anything contained within the Platform unless we have given express written permission.
You agree to pay for all costs, fees, and taxes listed when purchasing any access to the Platform or for any additional purchases. User authorizes Potentia or its third party payment processors to charge their method of payment on file at the time of purchase. Where applicable, you must agree to our third party payment processor’s terms and conditions for processing payments. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. Where you have failed to pay or where payments are overdue, Potentia may suspend or terminate your access to the paid portions of the Platform, without liability to us.
Where Potentia does not charge you taxes for any purchases or payments, you agree to pay any and all applicable taxes. Additionally, where requested by us, you agree to provide us tax documentation to support any claims of on-time tax payment.
For your convenience when you sign up for the Platform your payment information shall be logged. Where you sign up for a free trial, upon the expiration of your free trial you will be charged and enrolled in our subscription plan. We have no obligation to continue offering any free trials and may discontinue our free trial program at any time. WHERE YOU HAVE SELECTED A FREE TRIAL OR WHERE YOU HAVE ENROLLED IN AUTOMATIC PAYMENTS, POTENTIA MAY CHARGE YOU AUTOMATICALLY AND ON A RECURRING BASIS FOR ANY SUBSCRIPTION, UNLESS YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR RECURRING SUBSCRIPTION VIA YOUR ACCOUNT DASHBOARD OR BY EMAIL. ADDITIONALLY, YOU AUTHORIZE US TO BILL YOU ON A RECURRING BASIS AND AGREE THAT YOUR SELECTED SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS (OF THE SAME LENGTH AS YOUR INITIAL SUBSCRIPTION) UNTIL WE ARE NOTIFIED OTHERWISE. YOU AGREE THAT NO ADDITIONAL CONSENT IS REQUIRED BY YOU TO CHARGE YOUR PREFERRED PAYMENT METHOD AUTOMATICALLY AND ON AN AUTOMATICALLY RENEWABLE BASIS FOR THE SUBSCRIPTION SELECTED. You may cancel your recurring subscription at any time by using the Platform or by contacting us at firstname.lastname@example.org.
The pricing for all paid subscriptions is listed on the Potentia website or within your account. Potentia may increase the price of any paid subscriptions, at our discretion and we reserve the right to do so at any time. In the event of a price increase, Potentia shall notify you and you will have the chance to accept or reject any price increase before the paid subscription renewal. Please notify us if you intend to reject a price increase. Where you have rejected a price increase, upon the expiration of your paid subscription, portions of the Platform may become immediately unavailable. You agree that Potentia has no obligation to offer any services for the price originally offered to you at sign up.
As the Potentia Platform is offered on a subscription basis refunds shall not be offered for your use of the Platform. However, if you feel that you may be entitled to a refund please contact us at email@example.com.
Potentia or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas relating to processes, technologies, product enhancements, or product names. Please do not submit any unsolicited ideas, content, artwork, suggestions, or other works (“Submissions”) in any form to Potentia. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Potentia’s products might seem similar to ideas you submitted to Potentia. If, despite our request that you not send us your ideas, you agree to the following: (1) your Submissions and their contents will automatically become the property of Potentia, without any compensation to you; (2) Potentia may use or redistribute the Submissions and their contents for any purpose and in any way; (3) there is no obligation for Potentia to review the Submission; and (4) there is no obligation to keep any Submissions confidential.
THE PLATFORM IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER POTENTIA, NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS, AFFILIATES, OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (1) THE PLATFORM OR ANY POTENTIA CONTENT; (2) ANY INFORMATION OR CONTENT PROVIDED VIA THE PLATFORM; OR (3) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO POTENTIA, OR VIA THE PLATFORM. IN ADDITION, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. POTENTIA DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS. POTENTIA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS, EDUCATIONAL MATERIALS, OR TRAINING) ON THE PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. POTENTIA DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND POTENTIA SPECIFICALLY DISCLAIMS ANY SUCH WARRANTIES.
IN NO EVENT SHALL Potentia, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE POTENTIA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES, Including New Jersey, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU OR ANY NEW JERSEY RESIDENTS. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (1) death or personal injury caused by Potentia’s negligence or that of any of its officers, employees or agents; (2) fraudulent misrepresentation; or (3) any liability which it is not lawful to exclude either now or IN THE FUTURE. WHERE A TOTAL DISCLAIMER OF LIABILITY IS DISALLOWED YOU AGREE THAT OUR TOTAL LIABILITY TO YOU SHALL NOT EXCEED ONE HUNDRED USD.
You agree to defend, indemnify and hold harmless Potentia, its officers, directors, employees, affiliates, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
This defense and indemnification obligation will survive this Agreement and your use of the Potentia Platform. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
We take copyright infringement very seriously. If you believe that any content owned by you has been infringed upon please send us a message which contains:
You must sign this notification and send it to our Copyright Agent: Copyright Agent of Potentia, firstname.lastname@example.org.
In the event that you receive a notification from Potentia stating content posted by you has been subject to a copyright takedown notice, you may respond by filing a counter-notice pursuant to the DMCA. Your counter-notice must contain the following:
Please be aware that we may not take any action regarding your counter-notice unless your notification strictly complies with the foregoing requirements. Please send this counter-notice in accordance with the takedown notice instructions above.
This Agreement shall be governed by the laws in force in the state of California. The offer and acceptance of this contract is deemed to have occurred in the state of California.
Any dispute relating in any way to your visit to the Platform or our Platform shall be submitted to confidential arbitration in San Diego, CA. Arbitration under this Agreement shall be conducted pursuant to the applicable Consumer Rules (“Rules”) then prevailing at the American Arbitration Association. Arbitration shall be conducted in English by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where permitted by the Rules, both parties may make any and all appearances telephonically or electronically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned (New Jersey users are exempted from the foregoing one (1) year limitation). Notwithstanding the foregoing, either party may seek equitable relief to protect its interests (including but not limited to injunctive relief), or make a claim for nonpayment, in a court of appropriate jurisdiction, and issues of intellectual property ownership or infringement may be decided only by a court of appropriate jurisdiction and not by arbitration. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration or if this arbitration agreement is unenforceable, you agree that any actions and disputes shall be brought solely in a court of competent jurisdiction located within San Diego County, CA.
You and Potentia agree that any proceedings to resolve or litigate any dispute whether through a court of law or arbitration shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. This class action waiver does not apply to New Jersey residents.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement you may have with Potentia are deemed to conflict with each other’s operation, Potentia shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Access, Payment, Indemnification, and Arbitration sections.
You may cancel your access to the Platform or any recurring payments at any time via your Potentia dashboard or contacting us at email@example.com. Please be aware that upon termination of your account, access to portions of our Platform may be become immediately disabled. We may terminate this Agreement with you if we determine that: (1) you have violated any applicable laws while using our Platform; (2) if you have violated any portion of this Agreement or any of our Platform policies; or (3) if we believe that any of your current or future actions may legally harm Potentia, our business interests or a third party, at our discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Platform and our Platform.
The communications between you and Potentia use electronic means, whether you visit the Platform or send Potentia e-mails, or whether Potentia posts notices on the Platform or communications with you via mobile notifications or e-mail. For contractual purposes, you (1) consent to receive communications from Potentia in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Potentia provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.
We shall not be liable for any inconvenience, loss, liability, or damage resulting from any interruption of the Platform, directly or indirectly caused by, or proximately resulting from, any circumstances beyond our control, including, but not limited to, causes attributable to you; inability to access to the Platform; failure of a communications satellite, strike; labor dispute; riot or insurrection; war; explosion; malicious mischief; fire, flood, lightning, earthquake, wind, ice, extreme weather conditions, or other acts of God; failure or reduction of power; or any court order, law, act or order of government restricting or prohibiting the operation of or access to the Platform.
Where you have any questions, issues, or if you are having trouble accessing or using the Platform, please contact us at firstname.lastname@example.org.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Potentia must be sent to our agent for notice to: email@example.com.
Lastly, California Health Care Providers are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.