End-User License Agreement

Please read this Portager End User Agreement (this “EULA”) carefully. This EULA is a binding legal agreement between You, the person accessing and using the Services (“You”) via the Portager website and Portager, LLC (“Portager” or “we” or “our”). In order to access and use the Services via portager.ai, You must meet each of the following conditions:

- The entity with which You are employed, affiliated, or associated (“Vendor”) has been invited by Portagerto access and use certain services through the Portager website (collectively, the “Service(s)”);

- You have accepted the terms and conditions of this EULA; and

- By selecting the “I accept the End-User License Agreement.” checkbox, You acknowledge that You have read this EULA, that You understand it, and that You agree to be bound by this EULA. You represent and warrant that You have the power and authority to bind the Vendor to this EULA. If You do not agree to be bound by this EULA do not select the “I accept the End-User License Agreement.” checkbox.

Note that Portager allows You to post content, including product or funding financial data, product attribute information, inventory information, including quantities, photos, comments, messages, links and other materials for the purpose of submitting products to retailers (the “Purpose”) on behalf of the Vendor. You are only permitted to access and use the Services solely for this Purpose. The Services are provided to You under this EULA solely for Your private use for Your Vendor. These Services are not to be used by You outside of Your employment, for personal reasons, or to benefit any party other than the Vendor with which You are affiliated.

By selecting “I accept the End-User License Agreement.” checkbox, You are agreeing that:

This EULA binds You personally. You are responsible for breach of this EULA by You. Portager may also hold the Vendor liable for Your breach of this EULA. If Portager modifies this EULA, You will be presented with a new version of this EULA through portager.ai or an email address associated with Your user account which You must agree to before continuing use of the Services.

YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF YOU DO NOT AGREE TO THIS EULA, DO NOT ACCESS OR USE THE SERVICES OR IMMEDIATELY DISCONTINUE ACCESSING OR USING THE SERVICES IF YOU HAVE ALREADY ACCESSED OR USED THEM.

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I. Your Account Responsibilities

In consideration of Your use of the Service, You agree that all information supplied by You in establishing Your account is true, accurate, current and complete and that You will maintain and promptly update the information to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or Portager has reasonable grounds to suspect that Your information is untrue, inaccurate, not current or incomplete, Portager may suspend or terminate Your account, disable Your password and refuse any and all current and future use of the Service, without prior notice.

During the set-up of Your account, You will either receive (i) a user name and password; or (ii) a user name and a prompt to create Your own password. You are entirely responsible for maintaining the confidentiality of the user name and password. You are entirely responsible for all activities that occur under Your user name and password and under Your account. You should not reveal Your password to others. You agree to immediately notify Portager of any known or suspected unauthorized use of Your password or account or any other breach of security. You will be responsible for complying with this EULA.

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II. General Use

You agree to use the Service only for lawful purposes. You are prohibited from posting on or transmitting through the Service any illegal, obscene, defamatory, abusive, hateful, sexually or racially or ethically discriminatory or otherwise objectionable or harmful material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national, or international law or any third party’s intellectual property or privacy rights. Furthermore, Portager will not permit any conduct by You that Portager believes, in its sole discretion, restricts or inhibits any other user from using or enjoying the Service. Use of bots or other automated processes on the Services is strictly prohibited.

You understand that any violation of the policies may result in termination of Your access to the Service, deactivation or deletion of Your account and all related information and files in Your account, disablement of Your password, and preclusion of any further access to such files or the Service, without prior notice.

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III. Submissions

We value hearing from You and are always interested in learning about ways we can improve our Services. If You send any communications or materials to Portager by electronic mail or otherwise, including any data, questions, comments, suggestions, ideas, notes, concepts or the like (collectively, “Submissions”), the Submissions shall be deemed, and shall remain, Portager’s property, and all such Submissions are, and will be, treated as non-confidential and non-proprietary. Without limiting the foregoing, You agree that Portager shall exclusively own, and You hereby assign to Portager without compensation or further obligation, all now known or hereafter existing rights to the Submissions. You agree that Portager shall be entitled to the unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensating You, including, without limitation, the publishing on the Service or elsewhere of the Submissions, and the reproduction, distribution, adaptation, performance, displaying and creation of any derivative works therefrom.

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IV. License

Subject to the terms and conditions of this EULA and our other policies, Portager hereby grants to You a nonexclusive, terminable, limited right to access and use the Services as set forth herein. You understand that Your access rights are personal and not transferable and that You may not sublicense them. You also understand that Your rights will be terminated by Portager if You do not abide by this EULA, and that You may have liability to Portager if You misuse the Services.

Unless otherwise noted, Portager, Portager’s customer, or Portager’s content providers (as applicable, the “Owner”) own all of the content on Portager’s Services, including, without limitation, all information, data, software, photographs, graphics, video, text, images, typefaces, and other material (collectively “Content”). The Content is protected by copyrights, trademarks, or other proprietary rights. These rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. Title to such Content will at all times remain with the Owner. All Content is copyrighted as a collective work under the U.S. copyright laws, and Portager owns a copyright in the selection, coordination, arrangement, and enhancement of such Content.

When using the Service, You may not alter, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part outside of the Purpose. If prompted, You may create user profiles or enter information for Your use of the Service purposes, provided that any such profiles and information are created or provided in accordance with this EULA. You may not copy or post the Content in any way, including on any network computer, or broadcast it in any media. You also must maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentences or as permitted by the fair use privilege under the U.S. copyright laws, You may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, that you do not have permission to upload or that falls outside of the Purpose, without first obtaining permission of the Owner.

If any software Content is governed by a separate software license agreement, Your use of such Content shall be subject to any such agreement. Any use of the Content not expressly permitted by this EULA is a breach of this EULA and may violate copyright, trademark and other laws. All rights not expressly granted herein are reserved to Portager and its licensors. PORTAGER MAY REVOKE ANY OF THE FOREGOING RIGHTS, AS WELL AS ANY ACCESS AND USE AUTHORIZATIONS GRANTED TO YOU OF THE SERVICES AT ANY TIME.

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V. Your Content

Anything that You upload or create while using our Services is Your content (“Your Content”). We do not make any ownership claim to it, which includes anything You post using our Services (like pricing or funding information, product attributes, profile pictures, product photos, listing descriptions, comments, videos, etc.)

a. Responsibility for Your Content

You understand that You are solely responsible for Your Content. You represent that You have all necessary rights to all parts of Your Content and that You are not infringing, violating, or misappropriating any third party’s rights by posting it.

b. Permission to Use Your Content

By posting Your Content through our Services, You grant Portager and, as authorized by Portager in its sole discretion, third parties, a license to use it. We do not claim any ownership to Your Content, but we have Your permission to use it to help Portager function and grow.

c. Rights You Grant to Portager

By posting Your Content, You grant Portager and, as authorized by Portager in its sole discretion, third parties, a non-exclusive, worldwide, royalty free, fully paid, irrevocable, sub-licensable, transferrable, perpetual right and license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content provided, however, that Portager shall not release or disclose Your Content to any third party other than the Portager customer You designated (i) without Your prior written consent or (ii) unless Your Content has been anonymized and stripped of all information that could be used to identify You or Your Vendor. This allows us to provide the Services and to promote Portager, Your Vendor, or the Services in general, in any formats and through any channels, including across any Portager Services, our customer, our partners, or third party websites or advertising medium. You agree to not assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of the license, to the extent Your Content contains any personal information.

d. Reporting Unauthorized Content

Portager has great respect for intellectual property rights and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that You own or have rights to has been posted to the Services without Your permission and you want it removed, please follow the steps in our Terms of Service. If Your Content is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive a report of infringement that complies with our policies, or terminating Your account if You are found to be a repeat infringer.

e. Inappropriate, False, or Misleading Content

You agree You will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of our Terms of Service. You also agree not to post any content that is false or misleading or uses the Services in a manner that is fraudulent or deceptive.

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VI. Trademarks

PORTAGER as well as other such names, logos, phrases and designs used on the Service are Portager’s trademarks, service marks, trade names or other protected intellectual property. All other trademarks, product names, company names and logos appearing on the Service are the property of their respective Owners.

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VII. Accuracy of Information

Portager uses commercially reasonable efforts to assure the accuracy of the information on the Service. All information contained on the Service, however, may be changed and updated at any time without notice, and may contain errors or inaccuracies. This Service also contains information provided by third parties. Portager makes no representation or warranty regarding the accuracy, truth, quality, suitability, or reliability of such information; and Portager is not responsible for any errors, omissions, or inaccuracies contained in any information provided by such third parties.

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VIII. Links to Third Party Sites

Our Services may contain links to third party websites or services that we do not own or control. You may also need to use a third party’s product or service in order to use some of our Services (like a compatible mobile device to use our mobile apps). When You access these third party services, You do so at Your own risk. The third parties may require You to accept their own terms of use. Portager is not a party to those agreements; they are solely between You and the third party. As such, YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO SUCH THIRD PARTY SITES.

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IX. Portager’s Rights

Portager may elect to electronically monitor areas of the Service and may disclose any Content, records, or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Service; or (iii) to protect Portager’s rights or property or the rights of the users, Portager’s sponsors, content providers, licensors, merchants, suppliers, or contractors. Portager is not responsible for screening, policing, editing, or monitoring such Content. If notified of allegedly infringing, defamatory, damaging, illegal, or offensive Content, Portager may investigate the allegation and determine in Portager’s sole discretion whether to remove or request the removal of such Content from the Service. Portager may terminate Your access or suspend Your access to all or part of the Service and disable Your password, without notice, for any conduct that Portager, in Portager’s sole discretion, believes is in violation of any applicable law, is harmful, is in violation of this EULA (as determined in Portager’s sole discretion), or for any other reason specified in this EULA.

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X. WARRANTY DISCLAIMER, AS IS

PORTAGER IS DEDICATED TO MAKING OUR SERVICES THE BEST THEY CAN BE, BUT WE ARE NOT PERFECT AND SOMETIMES THINGS CAN GO WRONG. YOU UNDERSTAND OUR SERVICES ARE PROVIDED “AS IS” WITHOUT ANY KIND OF WARRANTY (EXPRESS OR IMPLIED). PORTAGER EXPRESSLY DISCLAIMS ANY WARRANTIES OF TITLE, NON-INRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

PORTAGER DOES NOT GUARANTEE THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL MATERIALS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR EXPECTATIONS. YOU USE THE SERVICES SOLELY AT YOUR OWN RISK.

NONE OF THE ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY PORTAGER, PORTAGER’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS, SUPPLIERS, CONTRACTORS, OR THE LIKE, SHALL CREATE A WARRANTY.

If You are dissatisfied with the Service or its Content (including this EULA), Your sole and exclusive remedy is to discontinue using the Service.

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XI. LIMITATION ON LIABILITY

NEITHER PORTAGER NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES OR ANY INFORMATION CONTAINED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. Portager assumes no responsibility, and shall not be liable for any damages to, or viruses that may infect Your computer equipment, mobile devices, or other property on account of Your access to, use of, or browsing in the Service or Your downloading of any materials, data, text, images, video, or audio from the Service.

YOU FURTHER AGREE THAT PORTAGER’S TOTAL LIABILITY FROM OR RELATED TO YOUR USE OF AND ACCESS TO THE SERVICES, WHETHER THE FORM OF ACTION OR CLAIM IS IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, IS LIMITED TO IN AGGREGATE, THE GREATER OF (i) $1,000 OR (ii) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO PORTAGER IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, UNDER NO CIRCUMSTANCES SHALL PORTAGER OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PORTAGER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (I) THE USE OF OR INABILITY TO USE THE SERVICES, (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AND SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

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XII. Indemnification

We hope this does not happen, but if Portager is sued or receives a claim, notice, or demand because of something that You did (or failed to do), You agree to defend and indemnify us. That means, without limitation, You’ll defend, reimburse, compensate, and hold Portager (including any of our employees, officers, directors, agents, subsidiaries, and affiliates) harmless from any allegation, claim, demand, lawsuit, loss, liability, or expense of any kind (including reasonable attorneys’ fees and accountants’ fees) that arises from Your actions, Your use (or misuse) of our Service, Your violation of this EULA, Your violation of any rights of another in connection with Your use of the Service, and/or Your actual or alleged violation of any law or any third party’s rights. We reserve the right to handle our legal defense however we see fit, even if You are indemnifying us, in which case You agree to cooperate with us so we can execute our chosen strategy.

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XIII. Privacy

Our Privacy Policy details how Your information is collected, used and shared when You use our Service. By using our Service, You’re also agreeing that we can process Your information in the ways set out in the Privacy Policy, which is incorporated by reference herein. Please read it portager.ai.

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XIV. Export

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including, without limitation, the Export Administration Act and the Arms Export Control Act. You agree not to transfer, by electronic transmission or otherwise, the Service or any Content derived from the Service to either a foreign national or a foreign destination in violation of such laws.

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XV. Jurisdiction

Portager controls the Service from Portager’s offices within the United States of America. Portager makes no representation that the Content in the Service is appropriate, may be downloaded, or is available for use outside the United States. Access to the Service from territories where the Content is illegal is prohibited. Those who choose to access the Service from outside the United States do so on their own initiative, at their own risk, and are responsible for compliance with applicable local laws.

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XVI. Governing Law and Venue

This EULA shall be governed by and construed in accordance with laws of the State of Minnesota, without reference to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute arising out of or concerning, this Agreement shall be resolved exclusively in the federal and state courts of Minnesota in Minneapolis or Saint Paul. To the extent necessary, You hereby submit to, and agree not to contest, the jurisdiction of such courts.

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XVII. Termination

This EULA is effective until terminated by either You or Portager. If You are found to be violating the provisions of this EULA, Portager may terminate this EULA effective immediately upon notice to You. If You no longer agree to be bound by this EULA, You must cease Your use of the Service. Subject to applicable law, Portager reserves the right to suspend or deny, in Portager’s sole discretion, Your access to all or any portion of the Service with or without notice. You agree that any termination of Your access to the Service may be effected without prior notice, and acknowledge and agree that Portager may immediately deactivate or delete Your account and all related information and files in Your account, bar any further access to such files or the Service and disable Your password. Further, You agree that Portager shall not be liable to You or any third party for any termination of Your access to the Service. Notwithstanding termination or suspension, You will still be liable for the payment of any amounts due or other obligations incurred before termination or suspension, whether Your use of the Service is terminated or suspended by You or Portager.

Account termination (either directed by You or Portager) may result in destruction of all data associated with Your account, so keep that in mind before You decide to terminate Your account and/or the Services. You agree that Portager is not and shall not be responsible for restoration of Your account or its contents after Your account has been terminated. Portager will try to provide advanced notice to You prior to terminating Your account, but such notice shall be in Portager’s sole discretion.

The following provisions shall survive the expiration or termination of this EULA: All defined terms; Proprietary Rights, Portager’s Rights; Submissions to Portager; Trademarks; Warranty Disclaimer, As Is; Links to Third Party Sites; Limitation of Liability; Indemnity; Jurisdiction; Governing Law; Termination; and General Information.

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XVIII. General Information

This EULA, as amended from time to time, and the Privacy Policy constitute the entire agreement between You and Portager and govern the use of the Service and Content. You also may be subject to additional terms and conditions that may apply when You use affiliate services, third party content or third party software. Portager’s failure to exercise or enforce any right or provisions of this EULA shall not constitute a waiver of such right or provisions. If any provision of this EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this EULA shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, the Content or this EULA must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in this EULA are for convenience only and have no legal or contractual effect.

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XIX. Copyright Complaints

Portager respects the intellectual property rights of others, and requests that You do the same. If You believe that Your work has been reproduced in the Service in a way that constitutes copyright infringement, please provide Portager with a notice containing the following information:

identification of copyrighted work that You claim has been infringed;
identification of the specific location on the Service of the allegedly infringing material;
Your address, telephone number, and email address;
a statement that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

Portager, for notice of claims of copyright infringement on the Service can be reached by email at: legal@portager.ai

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