Terms of Service
These terms of service (“Service Terms”) are entered into by and between You and Potentia LLC (“Potentia, “we,” “us,” “our”). Potentia provides software-as-a-service solutions that enables users to conduct, undergo and manage aptitude, personality, and skills assessments accessible through our Portal (“Potentia Portal”) as well as Potentia’s website offered on or through https://potentia.solutions/ (“Website”). The Website and Potentia Portal are collectively, “Platforms”. These Service Terms govern your access to and use of the Platforms, including any content, functionality, and services offered to you on or through the Platforms, whether as a guest or a registered user.
Please read these Service Terms carefully before you start to use the Platforms. By accessing, downloading, registering for, creating an account with us, or using the Platforms in any manner, you accept and agree to be bound and abide by these Service Terms, our Privacy Policy, and other documents incorporated herein by reference. If you do not want to agree to these Service Terms or the Privacy Policy, you must not access or use the Platforms. All information we collect about you through your use and access of the Platforms is subject to our Privacy Policy. By using the Platforms, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
The Platforms are not offered and intended for use by individuals who are minors in the jurisdiction where they reside. By using the Platforms, you represent and warrant that you are of legal age to form a binding contract with Potentia and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platforms
1. Platforms
Your access to and use of the Platforms is subject to these Service Terms and all applicable laws and regulations (including all export and import laws, regulations and restrictions). We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to download, install, access and use the Potentia Portal as contemplated under these Service Terms and our policies. These Service Terms permit you to use the Potentia Portal for your personal, non-commercial use, or in your professional capacity, or as otherwise permitted by Potentia’s contractual relationship with you or your employer.2. Registration
In order to access the Potentia Portal or certain parts of the Website, you may be asked to register and create an account. As part of the registration process, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platforms that all such registration information you provide is correct, current, and complete. You agree that all information you provide to register or that is otherwise collected by us through your use or access of the Platforms is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You are responsible for ensuring that your password and account login are kept secret, safe, and secure at all times. You are solely responsible for any and all activities which occur under your account. Potentia will not be held responsible or liable for any misuse of your account, including without limitation, in the event that a third party has access to and uses your password and account login in any way. In the event that your username or account login is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have notified us.
Potentia has the right to disable any user name, account login, password or other identifier – whether chosen by you or provided by your employer, us, or a third-party authorized by Potentia to grant access to the Portals – at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Service Terms.
3. Ownership and Intellectual Property Rights
You acknowledge and agree that access to the Portals is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platforms, or any other rights thereto other than to use the Platforms in accordance with the license granted, and subject to all terms, conditions, and restrictions under these Service Terms. The Platforms and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Potentia, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Potentia’s name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Potentia or its affiliates or licensors. You must not use such marks without the prior written permission of Potentia. All other names, logos, product and service names, designs, and slogans on the Platforms are the trademarks of their respective owners.
We may use any feedback you provide in connection with your use of the Platforms as part of our business operations. You agree that any submission will be considered non-confidential and non-proprietary, and we shall own such submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
4. User Content
Certain features of the Potentia Portal may allow you to contribute text, images, data, and other information and materials to the Potentia Portal for access, use, viewing, and commentary by other users of the Platforms and/or Potentia (“User Content”). By posting User Content to the Potentia Portal or otherwise submitting User Content to Potentia, you represent that you have the full legal right to provide the User Content and that use of the User Content by Potentia and all other persons and entities, on the Potentia Portal, and/or in accordance with this section, will not: (i) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personal information or otherwise private information about a person; (ii) violate any law, statute, ordinance, regulation, or agreement, or promote or provide instructional information about illegal activities, promote physical harm, or injury against any group or individual; (iii) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iv) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity, or include any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons; (v) contain or otherwise transmit any material that contains software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (vi) be obscene, child pornographic, or indecent; (vii) violate any community or Internet standard, including prohibitions against harassing or annoying other users; (viii) constitute misappropriation of any trade secret or know-how; or (ix) constitute disclosure of any confidential information owned by any third party, all as determined by Potentia in our sole and absolute discretion.
Upon your submission of User Content or other material or information to Potentia, you grant Potentia a worldwide, perpetual, irrevocable, transferable, license to access, use, distribute, reproduce, display, modify, translate, create derivative works based upon, and sublicense the User Content, all without any compensation to you whatsoever. For the avoidance of doubt, Company shall be under no obligation to: (i) maintain any User Content in confidence; (ii) compensate you in any way for your User Content; or (iii) respond to any User Content.
If you believe that any User Content violates your copyright, please contact us at [email protected].
5. Aggregate Statistics
We may monitor your use of the Platforms and collect and compile data and information related to your use of the Platforms to be used by us in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between the parties, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by us. You acknowledge that we may compile Aggregated Statistics based on User Content. You agree that we may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your personal information.6. Prohibited Use
You may use the Platforms only for lawful purposes and in accordance with these Service Terms. You agree not to: (i) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platforms; (ii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platforms or any part thereof; (iii) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platforms, including any copy thereof; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platforms, or any features or functionality of the Platforms, except as otherwise permitted by Potentia’s contractual relationship with you or your employer; (v) use the Platforms in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (vi) use the Platforms for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (vii) send, knowingly receive, upload, download, use, or re-use any material that does not comply with the terms laid out in these Service Terms; (viii) impersonate or attempt to impersonate Potentia, a Potentia employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or (ix) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platforms, or which, as determined by us, may harm Potentia or users of the Platforms, or expose them to liability.
Additionally, you agree not to: (a) use the Platforms in any manner that could disable, overburden, damage, or impair the Platforms or interfere with any other party’s use of the Platforms, including their ability to engage in real time activities through the Platforms; (b) use any robot, spider, or other automatic device, process, or means to access the Platforms for any purpose, including monitoring or copying any of the material on the Platforms; (c) use any manual process to monitor or copy any of the material on the Platforms, or for any other purpose not expressly authorized in these Service Terms, without our prior written consent, with the exception of the User Content that you upload to the Platforms; (d) use any device, software, or routine that interferes with the proper working of the Platforms; (e) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platforms, the server on which the Platforms is stored, or any server, computer, or database connected to the Platforms; (g) attack the Platforms via a denial-of-service attack or a distributed denial-of-service attack; or (h) otherwise attempt to interfere with the proper working of the Platforms.
7. Monitoring, Enforcement
We reserve the right, but not the obligation, to: (i) monitor the Platforms and your use of the same; (ii) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Service Terms, including without limitation, reporting such user to law enforcement authorities; (iii) in our sole discretion and without limitation or notice, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Content or any portion thereof; (iv) in our sole discretion and without limitation, notice, or liability, to remove from the Platforms or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (v) otherwise manage the Platforms in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platforms.8. Termination
These Service Terms shall remain in full force and effect while you use the Platforms. Potentia may terminate or suspend your right to access or use the Platforms for any violation of these Service Terms or for any reason whatsoever, without notice and without incurring any liability whatsoever. Where required by law, we will provide you with a written notice of such termination.9. Reliance on Information and Third-Party Links
Any information presented on or through the Platforms is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platforms or user of the Platforms, or by anyone who may be informed of any of its contents.
If the Platforms contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the content of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platforms, you do so entirely at your own risk and subject to the terms and conditions of use for such websites or applications.
10. Disclaimer of Warranties
To the extent permitted by applicable law, the Platforms and all content on the Platforms are provided on an “as is” basis without warranty of any kind, whether express or implied. You understand that we cannot and do not guarantee or warrant that files available for downloading from the Platforms will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platforms for any reconstruction of any lost data. Potentia specifically disclaims any and all warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing or usage of trade. You acknowledge and understand that any assessments, content, or information provided by Potentia is for informational and guidance purposes only and is meant to assist you in making employment-related decisions, including but not limited to hiring, termination, promotion, and other staffing decisions. However, you should NOT rely solely on the information provided by Potentia in making any employment or staffing decisions and should seek independent professional judgment where necessary. We do not warrant that any portion of the Platforms, or any materials or content offered through Platforms, are accurate, complete, or current, or will be uninterrupted, secure, or free of errors, viruses, or other harmful components. We may make changes to the Platforms for various reasons and we will have no liability for any change to the Platforms or any suspension or termination of your access to, or use of the Platforms. The limitations, exclusions, and disclaimers in this section apply to the fullest extent permitted by applicable law.11. Limitation of Liability
To the maximum extent permitted by law, Potentia, our directors, employees, or agents shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits, lost revenues, loss of data, or other damages whether incurred directly or indirectly, or any loss of goodwill, or other intangible losses, resulting from (a) your access to or use of, or inability to access or use, the Platforms; (b) any conduct or content of any third party on the Application, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; or (c) unauthorized access, use or alteration of your transmissions or content. In no event shall our aggregate liability for all claims relating to your use of the Platforms exceed the amount paid, if any, by you to us during the six (6) months period prior to any cause of action arising. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.12. Indemnification
You agree to defend, indemnify, and hold harmless Potentia, its affiliates, licensors, and service providers, and its respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or in any way connected with your breach of these Service Terms or your use of the Platforms. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.13. Dispute Resolution & Binding Arbitration
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Service Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Portsmouth, New Hampshire. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Portsmouth, New Hampshire, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.
In no event shall any Dispute brought by either Party related in any way to the Platforms be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Restrictions: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration: The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
14. Governing Law
These Service Terms and your use of the Platforms are governed by and construed in accordance with the laws of the State of New Hampshire applicable to agreements made and to be entirely performed within the State of New Hampshire, without regard to its conflict of law principles.15. Modifications
We may revise and update these Service Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platforms thereafter. Your continued use of the Platforms following the posting of revised Service Terms means that you accept and agree to the changes.16. Entire Agreement
These Service Terms, our Privacy Policy, and if applicable, other written agreements between Potentia and you, your employer, or the third-party that has granted you access to the Potentia Portal constitute the sole and entire agreement between you and Potentia regarding the Platforms and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platforms.
We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
17. Waiver and Severability
No waiver by Potentia of any term or condition set out in these Service Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Potentia to assert a right or provision under these Service Terms shall not constitute a waiver of such right or provision.
If any provision of these Service Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Service Terms will continue in full force and effect
18. Comments and Concerns
In order to file a complaint regarding the Platforms or to receive further information regarding use of the Platforms, please contact us at: [email protected]Last updated October 23, 2024