Potis Inc, The Green, Ste A, Dover, Delaware 19901, U.S. ("Potis AI") offers an online platform at app.potis.ai ("Product ") to assist Clients in their hiring processes (the "Potis AI Platform").
Potis Inc. assists the Client in assessing the skills and competencies of their candidates (each referred to as a "Candidate").
The Potis AI Platform is managed through a control panel using standard browsers and is based on a software-as-a-service platform that is provided for a fee.
These General Terms and Conditions ("Agreement") govern the contractual relationship between Potis Inc. and Customers regarding the use of the Potis AI Platform.
This Product is intended solely for use by businesses, corporations, organizations, and professionals within their commercial, professional, or entrepreneurial capacities. Access to and use of the Product is restricted to authorized representatives of businesses acting within their professional or commercial role.
This Platform is not intended for individuals acting outside of a professional or business capacity, such as personal, family, or household purposes. As such, consumer use is expressly prohibited. By registering and using this Product, you affirm that you are accessing it on behalf of a business entity and not as an individual consumer.
These General Terms and Conditions apply to the provision of the Potis AI Platform by Potis Inc.
The Customer's General Terms and Conditions become part of the Agreement upon enrollment in the Product.
Potis Inc will provide Customer access to the Potis AI Platform solely over the Internet for a limited period of time for the term of the Agreement. The location of service transmission is the output router of the data center used by Potis Inc. Potis Inc shall provide services exclusively from data centers within U.S. Customer is responsible for its own acceptance of the services. The Customer is not entitled to access the source code of the Potis AI Platform provided by Potis Inc.
Support during the recruitment process
Potis Inc. supports the Client by enabling it to assess the skills and competencies of its Candidates based on simulated behavioral interviews. For this purpose, the Client, through the Platform, generates a set of skills to be assessed, key questions for the virtual interview, and a business scenario around which the interview will be conducted. This allows the Client to evaluate the Candidate in order to decide on further communications with the Candidate as part of the hiring process.
The decision to select which candidates to allow to proceed to the next steps in the hiring process or the decision to hire a particular candidate is solely the Client's.
The Client enters the Candidate's contact details into the Potis AI Platform. The Candidate is then invited by the Potis AI Platform to have a virtual interview in the form of a chat with a virtual assistant or voice communication with a virtual assistant.
Other services, in particular consulting, adaptation, implementation or training services, shall only be Potis Inc if this has been expressly agreed in writing between the Parties.
Potis Inc shall be entitled to entrust the fulfillment of its contractual obligations to third parties in whole or in part.
Potis Inc. is entitled to expand and further develop the Potis AI Platform. Potis Inc. reserves the right to offer extensions and/or further developments only for an additional fee. If the Customer books an extension or further development for a fee under the relevant supplementary Agreement to this Agreement, the relevant General Terms and Conditions shall apply to that booking. If Potis Inc provides an extension or further features free of charge after the conclusion of the Agreement, such provided features shall be considered as a voluntary service of Potis Inc.
Potis Inc. may change the scope of functions of the Potis AI Platform at any time to the extent reasonable to the Customer. Such a change shall be deemed reasonable in particular where it becomes necessary for a significant reason - for example, due to disruptions in the provision of services by subcontractors or for security reasons - and the service functions defined in the service description as well as Potis Inc's main service obligations remain unchanged.
Potis Inc. has the right to block the Customer's access to the Potis AI Platform,
- if there are indications that the Customer's access data has been or is being misused, or the access data has been or is being provided to an unauthorized third party, or the access data is being used by more than one person;
- there are indications that third parties have otherwise gained access to the Potis AI Platform provided to the Customer;
- the blocking is necessary for technical reasons;
- Potis Inc is legally, judicially or statutorily obliged to block access;
- The Client is in arrears with payment of the agreed fee;
- The Customer has provided incorrect or invalid contact details, and communication between Potis Inc. and the Customer is no longer possible;
- The Customer has entered incorrect payment details, and regular fulfillment of the Customer's performance obligations is not guaranteed;
- The Customer is using the platforms for non-commercial purposes, personal, family, etc.
The Client undertakes to keep access data to the Potis AI Platform secure and may only provide it to authorized employees. The Customer undertakes to oblige its employees to treat the access data confidentially and to notify Potis Inc. immediately if it is suspected that the access data may have become known to unauthorized persons.
The Customer shall independently ensure the security of its data on a regular and risk-appropriate basis to the extent technically feasible for it. This applies to data on the Customer's local systems as well as to data that the Customer stores on the Potis AI Platform provided by Potis Inc.
The Client grants Potis Inc. a non-exclusive, territorially and temporarily unlimited right to use all content that it transmits to Potis Inc.'s servers as part of its use of the Potis AI Platform, to the extent necessary to fulfill the Client Agreement, in particular, to reproduce the content and to make it available to the Candidates in accordance with the Client's settings. Potis Inc. shall be entitled to grant sublicenses to its assistants to the extent necessary for the performance of the Agreement. Otherwise, the right of use is not transferable. Potis Inc. is authorized to retain the Client's content beyond the term of the Agreement to the extent technically or legally necessary. In particular, Potis Inc. is authorized to keep backup copies of content provided by the Client and to store such Information as is required for accounting, documentation, and billing purposes.
The Client warrants that it.
- will comply with all applicable legal regulations when using the Potis AI Platform, in particular copyright, unfair competition law, and data protection law. In particular, the Customer shall use any features of the Potis AI Platform to send email notifications solely for the intended and contractual use of the Potis AI Platform and in compliance with the legal rules for sending emails (in particular, the rules against sending unsolicited spam emails) and shall not download or send any content containing viruses, trojans or other malicious software designed to deceive third parties into disclosing confidential information (e.g. paras, spam, spam, spam email) and shall not upload or send any content containing viruses, trojans or other malicious software intended to deceive third parties into disclosing confidential Information.
- Customer will indemnify Potis Inc. for all third-party claims (including related costs and expenses, in particular, customary attorneys' fees) that they bring against Potis Inc. due to Customer's unlawful or contractually improper use of the Potis AI Platform. Potis Inc. will notify the Client of claims brought by third parties and will provide Information and documents necessary for defense upon request. Potis Inc. will not recognize or make claims made by third parties undisputed without consulting the Client. The provisions of this clause apply respectively to contractual fines and administrative or judicial fines and penalties to the extent that the Client is liable for them.
By the relevant commencement of the Agreement, Potis Inc. grants the Customer, limited for the term of the Agreement, a non-exclusive, worldwide, non-transferable, and non-sublicensable right to use the Potis AI Platform in accordance with the Agreement.
Unless otherwise agreed, Customer may only use the Potis AI Platform for internal purposes and, in particular, may not arrange for its use by third parties for their own use, whether for a fee or free of charge nor may Customer use Potis Inc's services to provide its own services to Customer's contractual partners (e.g. to conduct surveys or recruitment processes on behalf of third parties without further written Agreement with Potis Inc).
With respect to Client's personal data that is used by Client in connection with the Potis AI Platform, including the personal data of Client's Candidates, Potis Inc. acts as the data processor, and Client acts as the controller. Consequently, the Client is solely responsible for the lawfulness of the processing unless data protection laws, in particular the General Data Protection Regulation, assign the data processor its own responsibility.
The Customer shall pay the agreed fee to Potis Inc. for the use of the Potis AI Platform.
Payment is made in monthly, quarterly, or annual installments in accordance with the pricing plan.
Payment is made using a pre-paid service model.
Reimbursement of fees is for one calendar month only (for quarterly subscriptions, it is "quarterly fee amount"/3; for annual subscriptions, it is "yearly fee amount"/12), provided that the Customer has not used the Potis AI Platform.
Platform Potis AI is provided "as is" and Potis Inc." and its suppliers expressly disclaim any and all warranties and representations of any kind, whether express, implied, or statutory, including but not limited to any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We do not guarantee that the Platform Potis AI will always be safe, secure, error-free, or timely, nor do we guarantee that the Platform Potis AI will always function without disruptions, delays, or imperfections. The use of the Platform Potis AI is at your sole risk.
If the services to be provided by Potis Inc under this Agreement are defective, Potis Inc will, at its sole discretion, within a reasonable time and after receiving notice of the defects from Customer in text form, either remedy the services or provide them again. If Potis Inc uses third party software, remediation will consist of purchasing and installing publicly available upgrades, updates or patches.
If rectification does not occur for reasons for which Potis Inc. is responsible, even within a reasonable timeframe set by the Customer in text form, the Customer may reduce the agreed fee by an appropriate amount. For each day during which the defect continues, the right to reduce the payment is limited to the amount of the price related to the defective part of the service and may not exceed the amount of the selected tariff.
If the reduction reaches a maximum amount equal to the payment amount of the selected tariff, the Customer may terminate the Agreement without notice and request reimbursement of the payment according to the tariff for the last payment interval.
The Customer shall immediately notify Potis Inc. of any defects by email. Furthermore, the Customer shall support Potis Inc free of charge in rectifying defects and in particular provide Potis Inc with all Information and documents that Potis Inc requires for the analysis and rectification of defects.
In no event will Potis Inc., its affiliates, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Potis Inc has been advised of the possibility of such damages), resulting from the use or the inability to use the Platform Potis AI. Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this Agreement will at all times be limited to a maximum of fifty U.S. dollars (U.S. $50). The existence of more than one claim will not enlarge this limit.
You agree to indemnify, defend, and hold harmless Potis Inc. and its officers, directors, employees, agents, affiliates, 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 relating to your violation of these Terms and Conditions or your use of the Platform Potis AI, including, but not limited to, your User Content, any use of the Platform Potis AI's content, services, and products other than as expressly authorized in these Terms and Conditions or your use of any information obtained from the Platform Potis AI.
Any further liability of Potis Inc. is excluded.
The Customer agrees to treat Potis Inc.'s confidential Information and documents ("Confidential Information") that are either obviously considered confidential or have been designated as confidential by Potis Inc. as trade secrets and not to make them available to third parties. For purposes of this Agreement, third parties also include affiliated companies in which Customer does not hold a majority of the equity or voting power. Client's employees and other third parties appointed by Client (including subcontractors and freelancers) shall be required to undertake the same responsibilities.
Confidential Information includes, but is not limited to, the Potis AI Platform itself and all Potis Inc technologies, information provided to Potis Inc as part of support requests or troubleshooting collaborations, and this Agreement, including the form of contract. However, the rights of use granted to Potis Inc remain unchanged.
The Client shall have the right to disclose Information and documents provided to it to third parties if and insofar as it is necessary for the performance of this Agreement or the exercise of contractual rights or if it is absolutely necessary for legal or supervisory reasons. In the event of requests from third parties, judicial or administrative authorities regarding the disclosure of confidential Information, Customer shall immediately notify Potis Inc in writing and support Potis Inc in its efforts to prevent the disclosure of confidential Information.
During this confidentiality obligation, Confidential Information shall be promptly returned, undamaged, and completed upon Potis Inc.'s first request. Potis Inc may also order that certain Confidential Information be destroyed, deleted or placed in secure storage and confirmation of compliance shall be confirmed in writing by Customer. The foregoing provisions in this paragraph shall apply only if it does not materially impair the use of the contractual service under the Agreement.
Notwithstanding the above provisions, Potis Inc. shall be entitled to refer to the Customer as a reference customer, including the use of any symbols or logos in marketing materials (including websites).
The Agreement is effective at the time of the Customer's enrollment on the Potis AI platform.
Unless otherwise agreed, the Agreement is valid for the duration of the subscription and ten years after the end of the subscription in aspects of non-disclosure and marketing activities.
The statutory right of unscheduled termination without notice for just cause remains unaffected for both Parties. Potis Inc. has the right, among other things, to terminate the contract without notice if the Client is in arrears with payment.
Upon termination of the Agreement for any reason, Potis Inc. will delete the Customer's data. Potis Inc. is entitled, but not obliged, to retain the data for two years after termination of the contractual relationship for security reasons to protect the Customer from accidental loss of data. Potis Inc. is also entitled to store data after the termination of the contractual relationship if Potis Inc. is legally or officially obliged to do so, in particular for commercial and tax law reasons.
Potis Inc. may unilaterally change these General Terms and Conditions by posting a new version of the Agreement on its official website.
So long as Potis Inc. provides any supplies or (parts of) the services described in clause 2 of this Agreement to Customer on a trial and/or free of charge basis ("Trial or Free Versions"), Potis Inc shall provide such to Customer in each case on an "as is" basis. In this respect, Potis Inc. does not guarantee any features or other specifications for the relevant Trial or Free Version, in particular with regard to its availability.
The fact of use of the Free or Trial Version of the Potis AI Platform by the Customer shall be sufficient grounds for Potis Inc to use the Customer's name and/or logo and/or testimonials of the Customer's employees for Potis Inc's marketing purposes until a written request to the contrary is received from the Customer.
Potis Inc. may, at any time, in its sole discretion, without prior notice and without cause, provide an updated or modified version of any Trial or Free Version or discontinue providing it.
Potis Inc may offer Customer a continuation and/or upgrade of the Trial or Free Version for a fee.
Any liability of Potis Inc in connection with the use of Trial or Free Versions is excluded to the extent permitted by law. These limitations of liability apply mutatis mutandis to the bodies, employees, representatives and assistants of Potis Inc.
The language of the Agreement is English. Translations into other languages are for understanding purposes only and are not legally binding.
This Agreement is effective as of May 01, 2024.