1. SCOPE

Portager, together with its wholly owned subsidiaries (collectively "Portager")have created, own, and operate multiple websites, (each individually referred to hereunder as a “Portager Website” and collectively “Portager Websites”).  In addition, the Portager Websites serve as the access point for our SaaS platform (the "Platform"), which allows suppliers to submit information and proposals for retailer clients to review and manage these proposals. The Portager Websites and/or the Platform allow you and your company ("You" or "Your") and other Portager software experts, developers, users, and other interested parties (each, a "User" and collectively, "Users") to engage in a variety of activities, such as communicate with prospective customers, submit proposals, find information, research Portager and relatedsoftware and services, submit product information, obtain support for Portager software and services, share information with Portager and third parties, post comments, blog, provide reviews, vote on prospective features, and engage in conversations and activities related to Portager’s products and services. The Websites and Platform also include information created and published by Portager (“Portager Materials”) and third parties (“User Content”), such as text, images, photographs, graphics, audio and video, data, code, and software (collectively, the Portager Materials and User Content are referred to as “Content”).

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2. ACCEPTANCE OF TERMS

Your access and use of the Portager Websites or the Platform is subject to and governed by these Terms of Use, also referred to as “TOU”, including any additional or different disclaimers, legal notices, agreements, or terms and conditions that may apply to Your use of or access to any particular Portager Website, Portager Materials, or User Content. If there is a conflict between the terms in this TOU and any additional legal terms, including acceptance of the End User License Agreement (“EULA”), the additional legalterms and EULA shall control. This TOU forms a legally binding agreement between You and Portager. By accessing and utilizing the Websites or submitting information through the Platform, or otherwise demonstrating your consent to this TOU through a process established by Portager, You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You should not attempt to access or use any Portager Websites, the Platform, Portager Materials, or User Content.

Portager may modify the TOU to reflect changes in Portager’s business,
applicable law, or for other reasons deemed necessary by Portager. If the terms of the TOU change, Portager will provide notice, which may include, but is not limited to, notice provided through the Website, the Platform, and email notification or a Portager user account. Except where prohibited by
law, updates to the TOU will apply once the changes have been posted or notice has otherwise been given. Changes to the TOU will, however, not apply retroactively. If You do not agree to changes made to the TOU, You must discontinue your use of the affected Portager Website, the Platform,
Portager Materials, or User Content.

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3. USER CONTENT/LICENSE TO PORTAGER

Portager does not claim ownership of User Content that you post, upload, input, or submit to any Portager Website, unless otherwise specified by any applicable EULA. By posting, transmitting, or uploading any User Content, including any article, information, data, code, text, software, documentation, graphic, image, marketing material, video, photograph, message, suggestion, feedback, idea, or posting to any forum, wiki, or blog on any Portager Websites or the Platform, You grant to Portager a perpetual, irrevocable (subject to mandatory data protection requirements), non-exclusive, world-wide, fully-paid up, and royalty-free license to use such UserContent without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. This license includes, without limitation, the irrevocable (subject to mandatory data protection requirements) right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license and provide the User Content to third parties; to make, have made, offer to sell, sell, lease, or otherwise distribute any User Content or product; and to practice any method, embodying such User Content (including the right to sublicense any of the foregoing).You represent and warrant to Portager that You have the right, title, and/or authority to grant such license to Portager. Portager may elect not to post or publish User Content that You submit. If Portager elects to post or publish Your User Content, Portager may in its sole discretion withdraw the posted orpublished User Content for any reason and without notice even if Portager has previously indicated to You that Portager might or will post the User Content You have submitted.You acknowledge and agree that the relationship between You and Portager is not a confidential, fiduciary, or other special relationship. Portager shall have the right, but not the obligation, to use Your name, likeness, biography,and other information about You that You have provided in connection with any use of the User Content You submit, and Portager may continue to use this information after any termination of your account or Your access to the Websites for the purpose of identifying the source of User Content that you previously submitted. Nothing in this TOU shall prohibit or restrict Portager’s right to create or obtain User Content or submissions similar to or competitive with the User Content that You have submitted.

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4. PERMISSIBLE USE OF PORTAGER WEBSITES OR THE PLATFORM AND CONTENT

The Portager Websites or the Platform, the Portager Materials, and the User Content are for your non-commercial use, that is, your use must not be intended for or directed towards commercial advantage or monetary compensation. You may not copy, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, rent, lease, or sell the Portager Websites or the Platform, Portager Materials, or User Content. You may, however, download, store, and display on your computer or other electronic device, solely to view, listen to, play, and print Portager Materials and User Content; provided that: (a) the Portager Materials and User Content may only be used for informational, non-commercial purposes and will not be copied or posted on any computer network, or otherwise published, broadcast, or distributed in any manner or media; and (b) the Portager Materials and User Content may not be modified or altered in any way, including any copyright notices.You may not use the Portager Websites or the Platform in any manner that could damage, disable, overburden, or impair any Portager server, or the network(s) connected to any Portager server, or interfere with any other party's use and enjoyment of any Portager Websites or the Platform.

You may not attempt to gain unauthorized access to any Portager Websites or the Platform, other accounts, computer systems, or networks connected to any Portager server, through hacking, password mining, or any other means.You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Portager Websites or the Platform.You agree not to use a Portager Websites or the Platform to:

- publish, upload, post, email, transmit, or otherwise make available any User Content that (a) You do not have the right to make available; (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable; (c) infringes any Intellectual Property Rights of any party; (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise; or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage, or limit the functionality of any computer hardware, software, or other property;

- defame, harass, abuse, stalk, threaten, or violate the legal rights of others such as rights of privacy and publicity or business integrity;

- impersonate any person or entity, including, but not limited to, a Portager official, Portager employee, or any other third party, or falselystate or otherwise misrepresent Your affiliation with a person or entity;

- forge email headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Portager Websites or the Platform;

- download any file or User Content posted by another user that You know, or reasonably should know, should not be legally reproduced, displayed, performed, and/or distributed in such manner;

- interfere with or disrupt the servers, or networks which support the Portager Websites or the Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the Portager Websites or the Platform;

- violate any applicable local, state, national, or international law and any regulations;

- harvest, collect, or store personal information or data of other users.

- Use any automated data gathering or extraction methods designed to scrape or extract data from Portager Websites or the Platform, including for text and data mining purposes.

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5. TERMINATION OF USE

Portager may, in its sole discretion, at any time discontinue providing or limitaccess to the Portager Websites or the Platform, any areas of the Portager Websites or the Platform, or any Portager Materials or User Content providedon or through the Portager Websites or the Platform. You agree that Portagermay, in its sole discretion, at any time, terminate or limit your access to, or use of, any or all of the Portager Websites or the Platform or any Portager Material or User Content. In the event You are in material breach of the TOU, Portager may, at its sole discretion, suspend or terminate Your account, delete Your Content from the Portager Websites or the Platform, and refuse You any current or future use of a Portager Websites and the Platform without notice. Portager shall not be liable to You or any third party for any such suspension or termination.If You wish to terminate your account, you may do so by submitting your request via email to support@portager.ai. Please note that in the event that you elect to terminate your account, Portager has the right and may elect to continue to post and publish on the Websites personally identifying information associated with User Content that You have posted

6. PORTAGER CONTACT

Portager is not obligated to evaluate or provide any comments to you regarding User Content that you submit. At Portager’s sole discretion, Portager may contact you with critiques, updates, feedback, status, or questions regarding your submission. In no event will any such contact or communication from Portager obligate Portager to adopt your submission, provide a timeframe for evaluation, or even provide any additional communication regarding your submission.

7. CONFIDENTIAL INFORMATION

Except for Portager Websites or the Platform which are clearly identified as non-public forums (each a "Non-Public Forum"), Portager Websites or the Platform are intended to be public forums, and You agree not to provide Portager or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for User Content clearly labeled as confidential that You upload into a Non-Public Forum, any User Content that You send or upload toa Portager Website will be deemed NOT to be confidential or proprietary, andYou expressly agree that You waive any trade secret or other confidentiality rights with respect to such User Content.You agree not to reproduce any Confidential Information to which you are provided access through Portager Websites or the Platform in any form except as authorized at the time of disclosure. Any reproduction of Confidential Information shall remain the property of Portager or the third party that has prepared such information and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (c) not to disclose any Confidential Information to any party without the prior written consent of Portager or the third party that has prepared such information. You do not acquire any rights in Confidential Information except the limited rights as described herein. In no event shall You use Confidential Informationto create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on Portager Websites or the Platform, or compete with Portager Websites or the Platform in whole or in part. As used herein, ‘Confidential Information’ shall mean all trade secrets, intellectual property rights, and other information Portager or third parties protect against unrestricted disclosure to others which is (i) either labeled Confidential and accessed through a restricted or non-public area of a Portager Website or pursuant to software downloads, or (ii) reasonably identifiable as confidentialbased on the type of information and the manner of its disclosure. As used herein ‘reasonable steps’ means those steps You and/or Your Company take to protect Your own Confidential Information, which shall not be less than theindustry standard of care.

ALL USER CONTENT POSTED BY YOU TO PORTAGER WEBSITES OR THE PLATFORM, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK, AND PORTAGER TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF THE PORTAGER WEBSITES OR THE PLATFORM.

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8. YOUR INFORMATION, PRIVACY, AND DATA PROTECTION

Some of the Portager Websites or the Platform require that You become a registered user. Before you can use these Websites or the Platform, You have to register with Portager and provide Portager with certain information, which may include personally identifiable information, such as your name and your email address (“Personal Data”). By providing Portager with Personal Data, You expressly agree that Portager may collect, use, store and otherwise process Your Personal Data for the purpose of providing you with access to the Websites and related activities and communications in which you agree to participate.

You are responsible for and agree to provide Portager with complete, true, and current information, including Personal Data, and to keep Your Personal Data accurate and up to date. You can always correct or update Your Personal Data. Furthermore, You may request information about Your Personal Data stored with Portager, or the correction (in case the relevant Website is not allowing You to correct or update your information), or deletion of Your Personal Data by contacting support@portager.ai. Please note that if You request the deletion of your account or Personal Data, You might not be able to further access and use the Portager Websites or the Platform and your User Content.

You are solely responsible with regard to usage and security of Your password and any activities that occur under Your account. You shall not use the account of anyone else at any time. You understand and agree that Portager collects, uses, stores, and otherwise processes Your personal information and utilization data and may share such data with third-party service providers for the purposes of improving or providing the Portager Websites or the Platform subject to Portager’s Privacy Statement.

YOU AGREE TO COMPLY WITH THE TERMS OF THE PORTAGER PRIVACY STATEMENT, WHICH CAN BE FOUND BY CLICKING ON THE ‘PRIVACY’ LINK AT THE BOTTOM OF EACH WEB PAGE ON PORTAGER WEBSITES.

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9. INTELLECTUAL PROPERTY RIGHTS
As used herein, ‘Intellectual Property Rights’ means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

All Intellectual Property Rights to the Portager Websites or the Platform, Portager Materials, and User Content belong to Portager or the individual or entity that submitted it. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the Portager Websites or the Platform, any Portager Materials, or any User Content for any reason, unless otherwise expressly permitted by the TOU or by law. You hereby agree to assign and do assign to Portager (and Portager accepts such assignment) any modifications or derivative works of the Portager Websites or the Platform, and Portager Materials made by You in contravention of this imitation without remuneration of any kind.

Information on requirements for using Portager trademarks can be found by contacting Portager at support@portager.ai.

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10. RESPONSIBILITY FOR CONTENT AND LINKS

Portager is only responsible or liable for the content posted on the Portager Websites or the Platform to the extent required by applicable law. To the fullest extent permitted by applicable law, your use of content shall be at your own risk. Any Content, whether publicly posted or privately transmitted,is the sole responsibility of the person or entity providing the Content. Portager does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, orquality of any Content provided by third parties on the Portager Websites or the Platform. Portager may remove any Content posted on a Portager Website or the Platform at Portager’s sole discretion, but, if you believe that material that you hold the copyright on is being infringed upon on any Portager web site, please notify Portager’s support at support@portager.ai.

Portager Websites or the Platform may contain links to external websites. Portager shall not be responsible for the contents of any linked website, or any changes or updates to such websites. Additionally, Portager shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any software, content, goods, or services available on or through any such linked website. Portager does not control and/or review the linked web-pages and the information provided by third parties.

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11. USE OF PORTAGER AND THIRD PARTY SOFTWARE

Your access and use of any software or related documentation, including developer tools and sample code, and any application program interface information provided on a Portager Website or the Platform (collectively "Software" or the “Platform”) is governed by the software license agreement and related documents and terms (e.g., attachments, exhibits, order form, disclaimers, etc.) (the “EULA” as defined above) that accompany such Software. You may not use or install any Software or Platform that is accompanied by a EULA unless and until You first agree to the terms of the EULA. You must not modify, decompile, or reverse engineer any Software or Platform, except to the extent expressly permitted by applicable law or the EULA.

In the event that Software or Platform provided through a Portager Website is not accompanied by a EULA: the Software may be used solely for your personal, informational, non-commercial purposes; the Software or Platform may not be modified or altered in any way; and the Software may not be redistributed.

All Portager Software or the Platform is the copyrighted work of Portager. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works, including the Portager Software and the Platform, is an infringement of the copyright holder’s rights. Information on the process for requesting Portager’s permission to use any Portager-owned copyrighted works can be found by contacting Portager at support@portager.ai.

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12. INDEMNITY

You agree to indemnify and hold Portager, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Your User Content or Your usage of Portager Websites or the Platform, Your breach of this TOU, any additional legal terms, or Portager's Privacy Statement, Your unauthorized use of any Portager-owned Intellectual Property, or Your alleged violation of any other rights of a third party.

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13. EXCLUSION OF WARRANTIES

Portager Websites or the Platform and Content are being provided to You “ASIS”. To the fullest extent allowable by law, Portager does not guarantee or warrant any features or qualities of any Portager Websites, the Platform or Content, or give any undertaking with regard to any other quality. Statements and explanations on Portager Websites or the Platform and Content in promotional material or on Portager Websites or the Platform and/or documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published Portager description of or advertisement except to the extent Portager has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of Portager’s management.

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14. LIMITATION OF LIABILITY

Portager will not be liable or responsible in any way for any User Content posted on or linked from Portager Websites or the Platform, including, but not limited to, any errors or omissions in Content, or for any losses or damage of any kind incurred as a result of the use of or reliance on any Content or other material accessed on or through any Portager Websites or the Platform and made available by a third party.

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, PORTAGER AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL,USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PORTAGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE A PORTAGER WEBSITE, PORTAGER SOFTWARE, THE PLATFORM OR PORTAGER MATERIALS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY PORTAGER SOFTWARE, THE PLATFORM, PORTAGER MATERIALS OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON A PORTAGER WEBSITE OR THE PLATFORM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON A PORTAGER WEBSITE OR THE PLATFORM; OR (v) ANY OTHER MATTER RELATING TO A PORTAGER WEBSITE, THE PLATFORM OR PORTAGER MATERIALS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY PORTAGER AND IN CASE OF PORTAGER’S STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

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15. APPLICABLE LAW

The laws of Minnesota, United States, will govern this TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all applicable export control laws as set forth under the ‘EXPORT CONTROL’ Section below which are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries,into prohibited countries, and containing personally identifiable information.

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16. SURVIVAL

Your confidentiality obligations hereunder shall survive termination of Your account. Upon any termination of Your account, or Portager’s written request, You must cease use of Confidential Information, and/or Portager Websites or the Platform, and return or destroy all Confidential Information inYour possession or control.

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17. WAIVER AND SEVERABILITY

The failure of Portager to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be invalid or unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal, and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.

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18. ENTIRE AGREEMENT

Unless otherwise covered by the EULA, the TOU represents the entire arrangement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings, or arrangements (both oral and written) relating to its subject matter. No collateral agreements have been made.  In the case the terms of this TOU or the EULA conflict, the EUAL shall control.

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19. EXPORT CONTROL

Portager Websites or the Platform may not be accessed or used by any national or certain countries or groups against which the United States and/or European Union have instituted sanctions (including Iran, Cuba, North Korea, Syria, and Sudan), Specially Designated Nationals, and other proscribed persons who are listed on the Denied Parties list. Further restrictions apply to any end user who will utilize Content provided on a Portager Website or the Platform in the design, development, or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems; or any end user who has been prohibited from participating in the US and/or EU export transactions by any agency of the US government or European Union.

Due to technical uncertainties preventing verification of the identity and ultimate point of access by any person attempting to access or use a Portager Website or the Platform, Your access of a Portager Website or the Platform, including the presentment of any authorized user ID and password,constitutes Your express representation that (1) the person attempting access thereunder is not a national of any such sanctioned country or group or a Specially Designated National, and (2) is not included on such Denied Parties list, (3) has not been prohibited from participating in US and/or EU export transactions; (4) such use is not restricted, and (5) that, as an Authorized User, You have not disclosed or provided such password and userID to any such person for use under Your registration. Users shall be fully liable and subject to prosecution to the full extent of the law for any violations of this paragraph.

You are doing so at Your own risk, and You remain fully responsible and liable for familiarity and compliance with these TOU as well as with the laws, regulations, directives, codes, and rules of the United States, European Union, and the country within which you reside, including applicable import and export compliance laws and regulations, as well those of the jurisdiction from which You are accessing a Portager Website or the Platform, and any other applicable jurisdiction which may be involved in the access, transmission, routing, receipt, disclosure, storage, or use of information on a Portager Website or the Platform

You agree that Your use of a Portager Website or the Platform, or any Content will be in compliance with U.S. export control laws and executive orders. The information provided on and through a Portager Website or the Platform may be deemed in some cases to be controlled technology and subject to the export control restrictions of the United States and other jurisdictions.

IT IS YOUR OBLIGATION TO VERIFY AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES AND OF THE COUNTRY FROM WHICH YOU ARE ACCESSING A PORTAGER WEBSITE.