Terms of Use

1. Acceptance of Terms

These Terms of Use (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Salome Beverage Ops LLC (“Potion5,” “we,” “us,” or “our”), governing your access to and use of the Potion5 software platform, including the marketing site at potion5.com, the production application at app.potion5.com, the shared evaluation environment at demo.potion5.com, our APIs, and all related services (collectively, the “Platform”).

BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you may not access or use the Platform.

If you create an account on behalf of an organization, you represent that you have the authority to bind that organization to these Terms, and “you” refers to both you individually and the organization.

2. Description of the Platform

2.1 What Potion5 Is

Potion5 is a business-to-business software-as-a-service platform for the beverage manufacturing industry. The Platform helps breweries, distilleries, wineries, juice and kombucha producers, functional-beverage manufacturers, co-packers, and brand owners do the following:

• Generate Standard Operating Procedures (SOPs) using a combination of deterministic templates and AI-drafted narrative sections
• Upload and analyze formulations for allergens, ingredient interactions, and regulatory routing
• Configure facility equipment and production lines
• Plan and execute production runs with batch records, equipment assignments, and quality-control checks
• Manage inventory and lot-level traceability for FSMA 204 compliance
• Generate TTB compliance records and form-ready PDFs for Forms 5110.40 (Spirits), 5120.17 (Wine), 5130.9 and 5130.26 (Beer), and the associated tax estimates
• Capture electronic signatures and maintain immutable audit trails for 21 CFR Part 11
• Interact with an AI-powered Lab Assistant that can answer questions about your facility and propose actions for your confirmation
• Export documents and reports as DOCX, PDF, Excel, and CSV
• Collaborate between brand owners and co-packers via a brand portal and shareable formulation links

2.2 What Potion5 Is Not

Potion5 is a software tool. It is not a regulatory consultant, law firm, food safety consulting practice, certified public accountant, or licensed professional service of any kind. Use of the Platform does not create an attorney-client relationship, a consultant-client relationship, or any other professional relationship. The information made available through the Platform is not legal, regulatory, food safety, tax, or professional advice.

2.3 AI-Generated Content

CRITICAL NOTICE: The Platform uses artificial intelligence (specifically, the Anthropic Claude API) to generate parts of Standard Operating Procedures and to power the Lab Assistant chat. AI-generated content:

• Is not guaranteed to be accurate, complete, or current
• May contain errors, omissions, or fabricated information (sometimes called “hallucinations”)
• Must be reviewed and verified by a qualified individual before being relied upon
• Does not constitute professional, regulatory, legal, food safety, or tax advice
• Is provided to support your work, not to replace human judgment

You assume all risk when relying on AI-generated outputs and you must independently verify all information before using it to manufacture products, submit regulatory filings, sign off on compliance records, or make any other consequential business decision.

2.4 Subscription Model

The Platform is a paid subscription service. Pricing, plan tiers, billing terms, and any free evaluation periods are described in your order form, subscription agreement, or pricing page in effect at the time of your purchase. Potion5 does not sell your personal information and does not generate revenue from advertising. We have no advertising partners and we do not run behavioral-advertising or retargeting infrastructure.

3. Accounts, Organizations, and Facilities

3.1 Account Structure

The Platform organizes users into a three-level structure:

Organization. A legal entity (manufacturer, co-packer, or brand owner) that subscribes to Potion5. The Organization is the contracting party and is bound by these Terms.

Facility. A physical or operational location belonging to an Organization. Operational data on the Platform (formulations, runs, inventory, compliance records) is scoped to a Facility.

User. An individual who signs in via our identity provider (Clerk.dev) and is granted access to one or more Facilities by an Organization administrator, with role-based and feature-level access controls.

3.2 Registration Requirements

To access the Platform you must register through Clerk and provide accurate, complete, and current information. By registering, you represent and warrant that:

• You are at least 18 years of age (or the age of majority in your jurisdiction)
• All registration information is accurate, complete, and current and you will keep it up to date
• If you create an Organization account, you have authority to bind that Organization
• You will not create multiple accounts to circumvent restrictions, abuse Platform features, or evade enforcement
• The information you provide for facility configuration (TTB permit number, FDA registration, EIN, GLN, address, etc.) is accurate

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your sign-in credentials
• All activity that occurs under your account, including activity by team members you invite
• Promptly notifying Potion5 at info@potion5.com if you suspect unauthorized access to your account
• Managing the role, facility access, and feature access of users within your Organization
• Removing access for team members who leave your Organization

Potion5 is not liable for losses resulting from unauthorized use of your account, whether or not you knew about the unauthorized use.

4. Acceptable Use and Restrictions

4.1 Permitted Uses

Subject to your compliance with these Terms, you may use the Platform to operate your own beverage manufacturing business, including generating SOPs for your own use, managing your own formulations and production runs, generating your own TTB compliance records, capturing electronic signatures from your own staff, exchanging information with your own suppliers and customers, and using the Lab Assistant to assist with your own facility's operations.

4.2 Prohibited Uses

You may NOT:

Illegal or harmful activities:

• Violate any applicable federal, state, local, or international law or regulation
• Use the Platform in connection with the production of any beverage or substance prohibited under U.S. law
• Engage in fraudulent, deceptive, or misleading practices, including falsifying compliance records or signatures
• Create, store, or transmit malware, viruses, or other malicious code
• Interfere with or disrupt the Platform, the servers or networks running it, or other users' use of it
• Harass, threaten, or abuse other users or Potion5 personnel

Misuse of compliance and signature features:

• Apply electronic signatures on behalf of any individual without that individual's authorization
• Tamper with, attempt to tamper with, or attempt to circumvent the immutable audit trail
• Submit false or misleading data to the TTB, FDA, or any other regulator using documents generated through the Platform
• Represent AI-generated content as having been authored, reviewed, or approved by Potion5, by a regulatory agency, or by any licensed professional
• Use the Platform to backdate records or to create the appearance of compliance that did not occur

Misuse of facility isolation:

• Probe, scan, or attempt to access another customer's facility or another organization's data
• Bypass or attempt to bypass the role-based access control or facility isolation in the Platform
• Use formulation share links or the brand portal to mislead the recipient about the source or ownership of a formulation

Intellectual property violations:

• Upload content that infringes the copyrights, trademarks, patents, trade secrets, or other rights of any third party
• Copy, modify, distribute, or create derivative works of the Platform or its underlying knowledge graph without authorization
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform
• Scrape, mine, or extract Potion5's knowledge graph, prompt templates, or compliance algorithms
• Attempt to extract training data, model weights, or system prompts from the underlying language models

Misuse of the AI Lab Assistant:

• Attempt prompt-injection or jailbreak techniques against the assistant
• Use the assistant to extract, infer, or attempt to access data belonging to another facility or customer
• Use the assistant to generate harmful, illegal, or deceptive content
• Use the assistant to make significant decisions about your products without human review

Competitive or commercial misuse:

• Use Platform outputs to train competing AI models or to develop a competing product
• Resell, sublicense, lease, or commercialize Platform access without Potion5's prior written consent
• Impersonate Potion5 or misrepresent your relationship with Potion5
• Use the Platform to send spam, phishing, or unsolicited marketing

6. Your Responsibilities and Sole Liability for Compliance

6.1 Sole Responsibility for Regulatory Compliance

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR:

TTB compliance (for alcohol beverages):

• Obtaining the appropriate TTB Basic Permit, Brewer's Notice, Distilled Spirits Plant registration, or Bonded Wine Premises bond before operating
• Applying for and receiving Certificate of Label Approval (COLA) before introducing products into interstate commerce, where required
• Submitting formulas for TTB approval where required
• Reviewing and signing each TTB form generated by the Platform before submission
• Filing TTB forms through TTB's own filing systems and paying federal excise taxes
• Maintaining accurate records and permitting TTB inspections
• Complying with state alcohol control board requirements in every state where your products are sold

FDA and food-safety compliance (for non-alcoholic beverages and any food category):

• Ensuring all ingredients, formulations, labels, and claims comply with the Federal Food, Drug, and Cosmetic Act, the Fair Packaging and Labeling Act, and related regulations
• Ensuring ingredients are GRAS, approved food additives, or otherwise lawful for the intended use
• Conducting nutritional testing and ensuring accurate nutritional labeling
• Declaring allergens in accordance with the Food Allergen Labeling and Consumer Protection Act
• Implementing food-safety controls required under FSMA
• Registering your facility with FDA where required
• Validating CCPs and HACCP plans with a Process Authority where applicable
• Responding to FDA inspections, warning letters, and enforcement actions

FSMA 204 traceability:

• Identifying which of your inputs are on the FDA Food Traceability List
• Capturing accurate Critical Tracking Events and Key Data Elements
• Maintaining lot-level data discipline across receiving, production, and shipping
• Producing the records FDA may request within the required timeframe

6.2 Independent Verification Requirement

YOU MUST INDEPENDENTLY VERIFY all information obtained from the Platform before:

• Manufacturing or producing any beverage product
• Submitting forms or filings to TTB, FDA, or any other regulator
• Making claims about products
• Entering into agreements with suppliers, co-packers, or distributors
• Distributing or selling products to consumers
• Signing electronic records that will be relied upon as legal evidence

AI-generated content has not been validated, verified, or approved by Potion5 or any regulatory authority. You bear sole responsibility for verification.

6.3 Professional Consultation

Where the stakes warrant it, you should consult qualified professionals including licensed attorneys, regulatory consultants, food scientists, certified Process Authorities, food safety professionals, and tax advisors. The Platform is not a substitute for any of them.

7. Intellectual Property

7.1 Customer Content

You retain all ownership rights in your formulations, recipes, Standard Operating Procedures (as finalized by you), production-run records, batch records, quality-control results, inventory records, supplier and customer information, TTB form submissions, electronic signatures, Lab Assistant conversations, facility memory entries, uploaded files, and other content you create or upload through the Platform (collectively, “Customer Content”). Customer Content is treated as confidential business information.

7.2 Limited License You Grant to Potion5

You grant Potion5 a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, display, back up, and process Customer Content solely for the purpose of providing, securing, and supporting the Platform for you and meeting our obligations to you under these Terms. This license terminates when you delete the Customer Content or close your account, except to the extent that we are required to retain records to comply with regulatory obligations or other law.

This license expressly does not grant Potion5 the right to:

• Sell or rent Customer Content to any third party
• Use Customer Content to train artificial intelligence models, ours or any third party's
• Share Customer Content with other Potion5 customers
• Use Customer Content in marketing or case studies without your separate written permission
• Disclose proprietary formulations to advertisers, data brokers, or industry research partners

7.3 Potion5's Intellectual Property

Potion5 owns and retains all rights in the Platform, including the source code, the user interface, the design system, the underlying knowledge graph (ingredients, equipment types, allergens, interactions, regulatory mappings, and process templates), the deterministic CCP and regulatory routing logic, the TTB calculation engines, the prompt templates used to instruct the language models, the Potion5 trademarks and service marks, and any aggregated or de-identified statistics we derive from usage of the Platform. The Platform is protected by United States and international copyright, trademark, patent, trade-secret, and other intellectual property laws.

7.4 License to Use the Platform

Subject to your compliance with these Terms, Potion5 grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform, and to use the documents and data exports it produces, for your own internal business operations.

7.5 AI-Generated Outputs

As between you and Potion5, you own the AI-generated SOP sections, chat outputs, and other AI-derived content produced for your facility through the Platform, to the extent any ownership rights exist in such content under applicable law. You acknowledge that under current U.S. Copyright Office guidance, purely AI-generated works without sufficient human authorship may not be eligible for copyright protection. Neither party guarantees that AI outputs are copyrightable. Where copyright protection matters to you, you should consult intellectual property counsel.

7.6 Aggregated Statistics

Potion5 may compile and use aggregated, anonymized, and de-identified statistics derived from Platform usage (for example, “X percent of breweries using Potion5 produce kombucha as a secondary product line”) for product improvement, internal analytics, and benchmarking. These statistics do not identify any individual user, organization, facility, or formulation.

7.7 Copyright Infringement Claims

Potion5 respects intellectual property rights. If you believe content on the Platform infringes your copyright, please send a notice that meets the requirements of the Digital Millennium Copyright Act to:

Copyright Agent
Salome Beverage Ops LLC
Email: info@potion5.com

8. Privacy and Data Protection

8.1 Privacy Policy Incorporation

Your use of the Platform is subject to Potion5's Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy carefully to understand our data collection, use, sharing, and retention practices.

8.2 No Sale or Sharing of Personal Information

Potion5 does not sell personal information and does not share personal information for cross-context behavioral advertising. We have no advertising partners and we do not run third-party advertising, retargeting, or behavioral analytics scripts inside the application.

8.3 Subprocessors

Potion5 uses a limited set of subprocessors to deliver the Platform, including Clerk (authentication), Anthropic (language models for SOP generation and the Lab Assistant), Resend (transactional email), Vercel (frontend hosting), our backend host, our managed PostgreSQL provider, Neo4j Aura (read-only knowledge graph, no customer data), AWS S3 or Cloudflare R2 (compliance PDF storage), and UploadThing (file uploads). Each is bound by its own privacy policy and, where applicable, by a written data-processing agreement with Potion5. The current list is maintained in the Privacy Policy.

8.4 Customer Confidentiality

Potion5 treats Customer Content (formulations, recipes, batch records, supplier relationships, chat conversations, and other operational data) as confidential. We will not disclose Customer Content to any third party except (a) to subprocessors as necessary to provide the Platform, under written obligations consistent with these Terms, (b) with your written consent, (c) where required by law or valid legal process, or (d) in connection with a corporate transaction with appropriate notice.

8.5 Data Security

Potion5 implements commercially reasonable administrative, technical, and physical safeguards to protect Customer Content. No system is perfectly secure, and you provide information to the Platform at your own risk. Notify us immediately at info@potion5.com if you suspect a security incident.

9. Brand Portal, Formulation Sharing, and Third Parties

9.1 Sharing With Third Parties

The Platform allows you to share formulations and certain documents with third parties outside your Organization, including via shareable links to brand owners, co-packers, and external formulators. When you create a share link or otherwise transmit content to a third party through the Platform:

• You are responsible for choosing who you share content with
• You are responsible for ensuring you have the right to share that content
• The recipient's use of the content is governed by your relationship with that recipient, not by Potion5
• Potion5 has no obligation to verify the identity, credentials, or compliance status of any recipient

9.2 Suppliers and Other Contacts

When you record supplier information, send purchase orders through the Platform, or otherwise interact with third parties using Platform features, those third parties are independent businesses. Potion5 does not employ, supervise, endorse, or guarantee them, does not verify their credentials, licenses, or regulatory compliance, and is not a party to any agreement between you and them. Disputes with suppliers, customers, brand owners, co-packers, or any other third party are between you and that party.

9.3 No Marketplace

Potion5 is not a marketplace and does not match users with paid third-party providers, does not receive referral fees, and does not host paid promoted listings or sponsored search results.

10. Subscription and Billing

10.1 Subscription Fees

Access to the Platform requires a paid subscription unless we have agreed otherwise in writing. Pricing, plan features, included usage, billing frequency, and renewal terms are described in your order form, subscription agreement, or pricing page in effect at the time of your purchase.

10.2 Free or Trial Access

Where Potion5 grants you free, trial, or evaluation access (including access to demo.potion5.com), the access is provided as-is, may be terminated or revoked at any time, may be subject to usage limits, and is not eligible for any service-level commitment. Demo data is shared and is reset periodically.

10.3 Changes to Pricing

Potion5 may change the price of any subscription, add new paid features, or convert features that were previously free into paid features, in each case with reasonable advance notice. Price changes take effect on the next renewal of your subscription unless your order form provides otherwise.

10.4 Taxes

Subscription fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes other than U.S. taxes based on Potion5's net income.

11. Disclaimers and Warranties

11.1 As-Is and As-Available

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL CONTENT, SERVICES, AND FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

11.2 Disclaimer of Warranties

POTION5 SPECIFICALLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:

Implied warranties:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• TITLE
• QUIET ENJOYMENT
• ACCURACY OR COMPLETENESS

11.3 AI-Specific Disclaimers

Hallucinations and errors: Language models can generate false, fabricated, or misleading information presented confidently. The Platform's AI features may:

• Fabricate facts, citations, ingredient interactions, or sources that do not exist
• Provide outdated or incorrect regulatory information
• Misinterpret your inputs or context
• Generate inconsistent or contradictory outputs across runs
• Reflect biases present in their training data

11.4 Third-Party Service Outages

The Platform depends on third-party services including Clerk, Anthropic, Vercel, our backend host, our database host, Neo4j Aura, Resend, AWS S3 or Cloudflare R2, and UploadThing. Potion5 is not responsible for outages, defects, data loss, or other failures caused by these third parties.

13. Indemnification

You agree to indemnify, defend, and hold harmless Salome Beverage Ops LLC, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, “Potion5 Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or related to:

• Your access to or use of the Platform
• Your violation of these Terms or any applicable law or regulation
• Any Customer Content you submit, upload, or share through the Platform
• Beverages or other products you formulate, manufacture, distribute, or sell
• Product liability claims, injuries, illnesses, or damages caused by your products
• Regulatory violations or enforcement actions related to your products, your facility, or your records
• The accuracy and completeness of records you submit to TTB, FDA, or any other regulator using PDFs or data generated through the Platform
• Electronic signatures applied through the Platform under your authority or your team members' authority
• Your use of formulation share links or the brand portal to share content with third parties
• Actions confirmed and executed via the Lab Assistant under your account

14. Term and Termination

14.1 Term

These Terms commence when you first access or use the Platform and continue until terminated as provided herein or in your subscription agreement.

14.2 Termination by You

You may terminate your account by:

• Following the cancellation procedure in your subscription agreement, or
• Contacting info@potion5.com and requesting account closure

14.3 Termination or Suspension by Potion5

Potion5 may, in its sole discretion and without liability, suspend or terminate your account or access to the Platform if:

• You materially violate these Terms or any applicable law
• You fail to pay subscription fees when due
• You engage in fraudulent, abusive, or harmful conduct
• Your use poses security, legal, or reputational risk to Potion5 or other users
• Required by law or by a regulatory authority

14.4 Effect of Termination

Upon termination of your account:

• Your right to access and use the Platform terminates immediately
• You must cease all use of the Platform and any Potion5 intellectual property
• Outstanding payment obligations become immediately due
• For a reasonable wind-down period (typically 30 to 90 days, or as specified in your subscription agreement) you may request export of your Customer Content in a portable format
• Potion5 will retain audit-trail entries, electronic signatures, TTB submission PDFs, and other records for the periods required by the applicable regulatory framework, even after your account is closed. After those retention periods expire, we will delete or de-identify the records.

15. Dispute Resolution

15.1 Governing Law

These Terms and any disputes arising from or related to the Platform shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles.

15.2 Jurisdiction and Venue

Subject to the arbitration provisions below, you agree that any legal action arising from or related to these Terms or the Platform shall be brought exclusively in the federal or state courts located in the State of Florida. You irrevocably consent to the personal jurisdiction and venue of those courts.

15.3 Informal Dispute Resolution

Before filing any formal proceedings, you agree to attempt to resolve disputes informally by contacting info@potion5.com and giving Potion5 30 days to respond.

15.4 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Florida by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

15.5 Class-Action Waiver

YOU AND POTION5 AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

15.6 Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND POTION5 WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM.

16. General Provisions

16.1 Modification of Terms

Potion5 may modify these Terms from time to time. When we make material changes we will:

• Post the updated Terms on the Platform
• Update the “Last Updated” date at the top of the Terms
• Notify you by email or through an in-app notice
• For material changes, provide at least 30 days' notice before the changes become effective

Your continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

16.2 Electronic Communications

By using the Platform, you consent to receive electronic communications from Potion5 including transactional emails, service announcements, regulatory notices, and (with opt-out option) product update communications. You also consent to the use of electronic signatures and electronic records in connection with your use of the Platform under the U.S. ESIGN Act and the Uniform Electronic Transactions Act.

16.3 Entire Agreement

These Terms, together with the Privacy Policy, your subscription agreement (if any), and any other policies incorporated by reference, constitute the entire agreement between you and Potion5 regarding the Platform and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

16.4 Assignment

You may not assign, transfer, or delegate these Terms or your rights and obligations under them without Potion5's prior written consent. Potion5 may freely assign these Terms in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets.

16.5 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

16.6 No Waiver

No failure or delay by Potion5 in exercising any right under these Terms operates as a waiver of that right.

16.7 Force Majeure

Potion5 shall not be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, cyberattacks, or power outages.

16.8 Export Controls and Sanctions

The Platform may be subject to U.S. export control and economic sanctions laws. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or region subject to comprehensive U.S. embargo, and that you are not on any U.S. government restricted-party list.

16.9 Survival

The following provisions survive termination of these Terms: Sections 5 (Critical Regulatory Disclaimers), 6 (Your Responsibilities), 7 (Intellectual Property), 8 (Privacy and Data Protection), 11 (Disclaimers and Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14.4 (Effect of Termination), 15 (Dispute Resolution), and any other provision that by its nature should survive.