Power Terms of Service

Last Updated: October 7, 2024

Welcome to Power Life Sciences, Inc. (“Power”). Please read these Terms of Service (the “Terms”) and our Privacy Notice (https://www.withpower.com/privacy-policy) (“Privacy Notice”) carefully because they govern your use of the website located at withpower.com (the “Site”) and the services for discovering, evaluating and assessing clinical trials via the Site. To make these Terms easier to read, the Site, and our services are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND POWER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

1. Agreement to Terms. By electronically signing these Terms, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

2. Privacy Notice. Our Privacy Notice describes how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Notice.

3. Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by notifying you through the Services or other communications. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 16(f) “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use the Services?

   ( a ) Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Power and are not barred from using the Services under applicable law.

   ( b ) Registration and Your Information. In order to use the Services, you’ll need an account (“Account”). If you don’t already have an account with us, you can set up an Account through the Services. You agree to keep your Account information accurate, complete and up-to-date at all times. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

5. Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

6. Disclosures Regarding Content.

   ( a ) The content on the Services is provided for informational and educational purposes only and may be generated through Power’s or its third-party licensors’ algorithms or artificial intelligence tools used in connection with providing the Services. The Services may generate chatbot responses (each, “Output”) in response to: (i) your interaction or chat; and (ii) User Content (defined below) uploaded to influence the behavior or Output of the automated chatbot (collectively, “Input”). Any content on the Services is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of information provided through the Services. Power does not refer, recommend or endorse any particular healthcare provider, test, procedure, treatment, opinion, or other information that may appear through the Services. RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES BY POWER OR OTHER THIRD-PARTY CONTENT PROVIDERS IS AT YOUR OWN RISK AND MAY BE SUBJECT TO ADDITIONAL TERMS, CONDITIONS, AND POLICIES OF THE THIRD-PARTY CONTENT PROVIDER. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT POWER IS NOT A HEALTHCARE PROVIDER AND THAT BY USING THE SERVICES, YOU ARE NOT ENTERING INTO A DOCTOR-PATIENT OR OTHER HEALTHCARE PROVIDER-PATIENT RELATIONSHIP WITH POWER.

   ( b ) Unexpected events (including unavailability of third-party services incorporated in, used by, or accessible through the Services) may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances.

   ( c ) Due to the nature of machine learning, Output may not be unique, and the Services may generate the same or similar output for Power or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, POWER WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, OUTPUT OR THEIR USE.

7. Your Content

   ( a ) User Content. Our Services may allow you to submit, store, or share information, data, or content such as text, files, assessments, self-report measures, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” Power does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. You authorize access to and the use of your health information by third-party service providers in connection with operating, improving and providing the Services.

   ( b ) Permissions to Your User Content. By making any User Content and Input available through the Services, you hereby grant to Power a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, and distribute your User Content and Input in connection with operating, improving and providing the Services, subject to applicable privacy laws and in accordance with our Privacy Notice. The foregoing license includes the right to use User Content and Input with training algorithms, machine learning, and artificial intelligence (conversational and generative tools) used in connection with the Services.

   ( c ) Your Responsibility for User Content. You are solely responsible for all your User Content and Input. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content and Input under these Terms. You represent and warrant that neither your User Content and Input, nor your use and provision of your User Content or Input to be made available through the Services, nor any use of your User Content or Input by Power on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

   ( d ) Power’s Intellectual Property. We may make available through the Services content, including Output, that is subject to intellectual property rights. We retain all rights to that content.

8. General Prohibitions. You agree not to do any of the following:

   ( a ) make changes to the Services, repair the Services or otherwise modify the Services without Power’s express written consent;

   ( b ) reverse engineer, rent, lease, loan, resell, make drawings of, copy, replicate, distribute, modify or recreate the Services (or any components thereof), the procedures associated with use of the Services, or the software associated with use of the Services (or any components thereof);

   ( c ) attempt to interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services);

   ( d ) allow access to or use of the Services by anyone other than authorized personnel;

   ( e ) permit any third party to do any of the foregoing.

   Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

9. Links to Third Party Websites or Resources. The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

10. Termination. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at hello@withpower.com. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 7 ( a ), 7 ( b ), 7 ( c ), 11, 14, 15, 16, and 17.

11. Warranty Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

12. Not a Healthcare Provider. The parties agree that Power is not a health care provider and its participation in the provision of the Services is not the practice of medicine or medical advice and does not create a provider-patient relationship. You understand and acknowledge that the Services are tools offered for your informational and educational purposes only, and that you are responsible for using your professional judgment to evaluate and confirm the information you obtain. Power does not provide medical advice and does not make diagnostic, treatment, or other clinical decisions or judgments. The Services are not a substitute for the competent analysis and professional judgment of health care professionals. POWER DOES NOT WARRANT OR GUARANTEE THAT THE MEDICAL INFORMATION OR ANY RESULTS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELEVANT, OR UP TO DATE. YOU, AND NOT POWER, ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL MEDICAL INFORMATION, FOR MAKING DIAGNOSTIC AND CLINICAL DECISIONS, AND FOR COMPLYING WITH ALL LAWS, REGULATIONS, LICENSING REQUIREMENTS, AND THE APPLICABLE STANDARD OF CARE IN DELIVERING HEALTH CARE SERVICES.

13. Indemnity. You will indemnify and hold harmless Power and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

14. Limitation of Liability.

    ( a ) NEITHER POWER NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POWER OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    ( b ) IN NO EVENT WILL POWER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO POWER FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO POWER, AS APPLICABLE.

    ( c ) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN POWER AND YOU.

15. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Power are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Power each waive any objection to jurisdiction and venue in such courts.

16. Dispute Resolution.

    ( a ) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Power agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Power are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

    ( b ) Exceptions and Opt-out. As limited exceptions to Section 16(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at hello@withpower.com or by regular mail at 1045 Sansome St, Suite 321, San Francisco, CA within thirty (30) days following the date you first agree to these Terms.

    ( c ) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

    If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

    ( e ) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

    ( f ) Class Action Waiver. YOU AND POWER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

    ( g ) Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Power changes any of the terms of this Section 16 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to hello@withpower.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Power’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Power in accordance with the terms of this Section 16 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

    ( h ) Severability.  With the exception of any of the provisions in Section 16(e) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

17. General Terms.

    ( a ) Reservation of Rights. Power and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

    ( b ) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Power and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Power and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Power’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Power may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    ( c ) Notices. Any notices or other communications provided by Power under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

    ( d ) Waiver of Rights. Power’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Power. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

18. Contact Information. If you have any questions about these Terms or the Services, please contact Power at hello@withpower.com.