PORTERS TERMS OF SERVICE AGREEMENT
Last Updated: February 25, 2023
This Terms of Service (“Agreement”) is a legal agreement between you (referred to herein as “you” or “your”) and Porters (“Porters,” “we”, “our”, or “us”) for access to and use of our website with a homepage available at http://porters.io (the “Site”) and other related software, interactive features, and/or services operated by us that post a link or content to the Site (collectively, the “Service”).
- THE SITE / SERVICE
- You acknowledge and agree that the form and nature of the Site and Service which we provide may change from time to time without prior notice to you and without liability to us. You acknowledge and agree that we may decline to provide you access to the Site and any offered Service or stop (permanently or temporarily) providing the Service (or any related products, features, programs or content on the Site) to you or to users generally at our sole discretion, without liability or prior notice to you. You may stop using the Site or Service at any time. You do not need to specifically inform us when you stop using the Site or Service. You acknowledge and agree that if we disable access, you may be prevented from accessing any future Service or the Site.
- INTELLECTUAL PROPERTY
- You acknowledge and agree that we (and our licensors) own all legal right, title and interest in and to the Site and/or Service, including, without limitation, any intellectual property rights which subsist in the Service or Site (whether those rights happen to be registered or not, and wherever in the world those rights may exist) including, without limitation, all rights with respect to copyrights, patents, trademarks, service marks, moral rights, trade names, domain names, technology, mask works, know-how, design rights, trade dress, trade secrets, inventions, ideas, processes, formulas, source code and object code, data, and similar rights including, without limitation, the information in any application, registration, or renewal thereof that may be protected under the intellectual property laws, regulations, or rules of any country. Without limiting the foregoing, the “look and feel” of the Site and any Service, and the compilation, assembly, and arrangement of the materials of the Site and Service and any and all copyrightable material, and all intellectual property rights to the same, are owned or controlled by us, our licensors, or both.
- You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service or Site.
- You agree that in using the Site or Service, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
- GRANT OF RIGHTS
- You retain copyright and any other rights you already hold in content which you upload or otherwise submit to, or make available on, the Site, subject to the limitations set forth in this Agreement.
- By posting, uploading, submitting or otherwise making available content, you give us a worldwide, perpetual, fully-sublicensable (through multiple tiers), transferable, irrevocable, royalty-free, and non-exclusive license to use, host, store, reproduce, adapt, modify, translate, re-arrange, publish, publicly perform, publicly display, distribute and otherwise exploit such content (in whole or in part) in any manner or media whatsoever, now known or hereafter developed, for any purpose whatsoever, including, without limitation, (i) in connection with our business and (ii) in connection with the business of our brand partners (defined below) and our successors, subsidiaries, and their related companies. The Site and Service is a public platform and other users of the Site/Service may, and you hereby grant all users of the Site and Service the right to, search for, see, and/or use any content that you make publicly available through the Service to the extent permitted by the features and functionalities of the Service.
- You agree that we are not responsible for protecting and enforcing any intellectual property rights granted by you to us in connection with this Agreement and that we have no obligation to do so on your behalf.
- By submitting content, you also grant us, our agents and affiliates, and our brand partners, a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid up, royalty free license to use any personally identifying information you include in that Content, if any, in any way, including, without limitation, in future modifications of the Service, other products or services, advertising or marketing materials.
- In connection with content you upload, submit, post, or otherwise make available via the Service or Site, you affirm, represent, and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use such content in the manner contemplated by this Agreement. You further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including, without limitation, privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant to us all of the rights granted herein.
- You understand that we may (a) transmit or distribute your content over various public networks and in various media; (b) make such changes to your Content as determined by us in our sole discretion (including, without limitation, changes to conform and adapt content to the technical requirements of connecting networks, devices, services or media); and (c) display advertisements in connection with your content and/or use your content for advertising and promotional purposes. You agree that the rights and licenses you grant to us in this Agreement shall permit us to take these actions.
- You represent and warrant to us that you have the full right, capacity, power and authority necessary to grant the rights and licenses granted herein.
- Any California residents under the age of eighteen (18) who have registered to use any service and have posted content or information on the service can request that such information be removed from the Service by contacting us at email@example.com. Requests must state that the user personally posted such content or information and detail where the content or information is posted. We will make reasonably good faith efforts to remove the post from prospective public view.
- COPYRIGHT AGENT
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. It is our policy, in compliance with the DMCA, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. If you believe that your work has been copied and posted on the Site or Service in a way that constitutes copyright infringement, please provide our copyright agent with the following information: an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Service; your address, telephone number, and e-mail address; a written statement by you 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 by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf. Our copyright agent for notice of claims of copyright infringement can be reached as follows: DMCA Agent, Porters, firstname.lastname@example.org. We will respond to notifications of claimed copyright infringement in accordance with the DMCA. We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there can be penalties for false claims under the DMCA.
- CHANGES TO AGREEMENT; ADDITIONAL RULES & POLICIES
We reserve the right to change, amend and/or modify this Agreement, in whole or in part, at any time, upon the provision of reasonable notice thereof to you, which may include sending you an e-mail or posting an announcement on the Site or Service on our website our otherwise. From time to time, we may post on the Site or Service or otherwise notify you of additional or different rules and policies relating to the Service and we encourage you to check our website for any updated changes to this Agreement. These rules and policies shall thereafter be part of this Agreement.
- NO WARRANTIES.
THE SERVICE AND ALL INFORMATION, CONTENT, MATERIALS, THIRD PARTY PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILBLE TO YOU BY US THROUGH THE SERVICE, OR IN CONNECTION WITH THE SERVICE, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY, RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR THIRD PARTY PRODUCTS OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA) THAT RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU OR ANY THIRD PARTY SUBMITS, POSTS OR SENDS OVER THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING IT, AND YOU AGREE THAT WE ARE ONLY ACTING AS A PASSIVE CONDUIT FOR YOUR AND OTHER USERS’ ONLINE DISTRIBUTION AND PUBLICATION OF CONTENT PROVIDED BY YOU AND THEM. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY DAMAGES RESULTING FROM OUR OWN INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
- DISCLAIMER OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR PARENTS, SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE SERVICE PROVIDED HEREUNDER OR ANY THIRD PARTY PRODUCTS OR MATERIALS OFFERED OR SUPPLIED VIA THE SERVICE OR ANY OTHER INTERACTIONS WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON, THE SERVICE PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE; OR (iv) THE DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED TO THE SERVICE. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY DAMAGES RESULTING FROM OUR OWN INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE. The Site and Service is controlled and operated from facilities in the United States. We make no representations that the Site or Service is appropriate or available for use in other locations. Those who access or use the Site or Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable national, state, local or other laws, statutes, directives, rules, regulations, and all interpretations or orders of any government, administrative or regulatory authority or court, including but not limited to those related to export and import of software, technical information or services. You may not use the Site or Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
- RELEASE AND INDEMNIFICATION
You agree to release, indemnify and hold harmless us, our parents, subsidiaries, affiliates, directors, members, officers, employees, agents and third party licensors, from and against any and all liabilities, losses, damages, claims and expenses, including, without limitation, attorneys’ fees and costs, with respect to (i) your misuse of the Site or Service and any and all disputes you have with us regarding the Service or otherwise, (ii) your violation or breach of this Agreement or rights of another and (ii) content provided by you or through use of your account. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder. For the avoidance of doubt, this section shall survive the termination of this Agreement. This section does not require you to indemnify any of the above-referenced parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.
- CALIFORNIA WAIVER
If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
- TERM AND TERMINATION
This Agreement is effective until terminated by us or you at any time and for any reason. We shall have the right to suspend and/or terminate this Agreement and/or your access including, without limitation, your right to access and use the Service, at any time in our sole discretion and without advance notice to you, and in connection with same, void any coins in your wallet without any liability to us. The licenses granted herein by us shall automatically terminate without advance notice if you fail to comply with any material provision of this Agreement. You may terminate this Agreement at any time by requesting deletion of your user account by emailing email@example.com and discontinuing use of any and all parts of the Service. Upon termination of this Agreement for any reason, you shall immediately cease using the Service. All provisions that should by their nature survive the termination of this Agreement shall survive the expiration of this Agreement including, without limitation, the rights and licenses you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, no class action, and no trial by jury.
- AGREEMENT TO ARBITRATE DISPUTES AND CHOICE OF LAW PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
WE BOTH AGREE TO ARBITRATE: You and Porters agree to resolve any and all disputes with you, whether relating to this Agreement or otherwise, through final and binding arbitration taking place in New York, New York, except that, to the extent you have in any manner violated or threatened to violate Porter’s intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances Porters may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
WHAT IS ARBITRATION: Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
ARBITRATION PROCEDURES: The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in this Terms of Service Agreement, the rules set forth in this Terms of Service Agreement will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267.
To initiate arbitration, you or Porters must do the following things: (1) Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com. (2) Send three copies of the Demand for Arbitration, plus the appropriate filing fee. (3) Send one copy of the Demand for Arbitration to the other party. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If travelling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden. Arbitration under this Agreement shall be held in the United States in New York, NY under New York law without regard to its conflict of laws provisions. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
AUTHORITY OF ARBITRATOR: The arbitrator will decide the rights and liabilities, if any, of you and Porters, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Porters.
NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and are giving up your right to serve as a representative or to participate as a member of a class of claimants, in any lawsuit involving this Agreement. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE ANY TRIAL BY JURY OR TRIAL IN FRONT OF A JUDGE/JUSTICE/MAGISTRATE, instead electing that all claims and disputes shall be resolved by binding arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Porters in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND PORTERS WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE. OPT-OUT OF AGREEMENT TO ARBITRATE: You can decline this agreement to arbitrate by emailing us at firstname.lastname@example.org and providing the requested information as follows: (1) your name; (2) the URL of this Agreement; (3) your address; (4) your phone number; (5) and clear statement that you wish to opt out of this arbitration provision in this Agreement. The Opt-Out Notice must be emailed no later than thirty (30) days after the date you first accept this Agreement by using the Service. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, this Agreement and any disputes with you shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.
- SEVERABILITYIf any provision in this Agreement is invalid or unenforceable, such provision shall be construed, limited, or altered, as necessary, to eliminate the invalidity or unenforceability, and all other provisions of this Agreement shall remain in effect.
- NO ASSIGNMENT, SUBLICENSE OR TRANSFERYou may not assign, sublicense, or transfer this Agreement or any rights or obligations hereunder without our prior written consent. Any such attempted assignment, sublicense, or transfer will be null and void and we, in our sole discretion, shall have the right to immediately terminate this Agreement.
You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on the Service, and other communications. For example, we may send e-mails to Members containing newsletters, information about Third Party campaigns, offers, surveys, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.
- ENTIRE AGREEMENT
This Agreement sets forth the entire understanding and agreement between the parties relating to its subject matter. Any waiver of or promise not to enforce any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THIS AGREEMENT.
- CUSTOMER SUPPORT
If you have any questions or comments, please send an e-mail to us at email@example.com. You acknowledge that the provision of support is at our sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to 1820 Avenue M PMB 132 Brooklyn, NY 11230-5347 (Attention: Legal).