Last Modified: September 14, 2022
IMPORTANT NOTICE: This Agreement contains an arbitration provision and a waiver of class action rights as set forth in Section 14 below – subject to the opportunity of the user to opt out of arbitration as set forth therein. By agreeing to arbitration, each party waives its rights to have any dispute heard in court by a judge or jury. By agreeing to waive class action rights, each party agrees to assert claims against the other only in an individual capacity and not as plaintiff or class member in any purported class or representative proceeding.
This Agreement is effective as of the time you accept the Agreement or first download, install, access, or use the Services, whichever is earlier.
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES, INCLUDING THE PORTABL WEBSITE, PORTABL APPLICATIONS OR ANY OF THE FEATURES CONTAINED THEREIN.
(a) License Grant.
For users of the Portabl Applications, subject to the terms of this Agreement, Portabl grants you a limited, non-exclusive, nontransferable license to download, install and use the Portabl Applications for your personal, non-commercial use on a device owned or otherwise controlled by you, in accordance with the terms of this Agreement and any documentation provided for such Portabl Application.
(b) License Restrictions. You shall not:
copy the Portabl Applications, except as expressly permitted by this Agreement;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Portabl Applications;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Portabl Application or any part thereof; or
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Portabl Application, including any copy thereof.
(c) Reservation of Rights.
You acknowledge and agree that the Portabl Applications are provided under license, and not sold, to you. You do not acquire any ownership interest in the Applications under this Agreement, or any other rights thereto other than to use the Applications in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. As between you and Portabl, Portabl reserves and shall retain its entire right, title, and interest in and to the Applications, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
From time to time and in our sole discretion, Portabl may develop and provide updates to the Applications (“Updates”). Updates may include upgrades, fixes, patches, error corrections or new features. Updates may also modify or delete in their entirety certain features and functionality. You agree that Portabl has no obligation to provide updates, or to continue to enable or offer any features or functionality.
Based on your device settings, your device may automatically check for, download and install available Updates, or you may receive notice or be prompted to install Updates. You agree that you shall promptly download and install all Updates. You acknowledge and agree that the Applications or portions of the Applications may not operate properly if you fail to properly download and install Updates.
From time to time and in our sole discretion, Portabl may update the content on the Website, but the content of the Website is not necessarily complete or up-to-date. Any of the contents or other material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Portabl reserves the right, at any time and in its sole discretion, to modify, augment, limit, suspend, discontinue or terminate the Services or any portions, parts or features thereof, without advance notice. All modifications and additions to the Services shall be governed by this Agreement, unless otherwise expressly stated by Portabl in writing.
(a) Access to the Services.
You are responsible for making all arrangements necessary for you to access the Services, including, without limitation, use of a compatible mobile device and any mobile network or internet access fees. We reserve the right to withdraw or amend the Services, and any features or material we provide therein, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all of the Services to users, including registered users.
(b) Portabl Accounts.
In order to use certain Services, you must create an account (an “Account”) with Portabl. You agree that the information you provide to Portabl upon registration and at all other times will be true, accurate, current, and complete, and that you will keep this information accurate and up-to-date at all times.
Further, we may need to verify your identity in order to enable your use of certain Services. You hereby authorize Portabl, directly or through third parties, to make any inquiries we consider necessary to verify your identity or Account information, including, for example, asking you for further information or documentation about your identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources.
(c) Account Security.
If you choose, or are provided with, a user name, password, access credentials or other security information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your user name, password, access credentials or other security information. You acknowledge and agree that you shall be solely responsible for any activities or actions taken under your Account, whether or not authorized by you. You agree that you will use reasonable efforts and measures to maintain the confidentiality and security of your user name, password, access credentials or other security information, and to notify us immediately if you become aware of or reasonably suspect any unauthorized access to or use of your user name or password, or any other breach of security relating to the Services. Portabl shall have no liability for any loss or damage to you or any other person that results from your failure to comply with these requirements.
(d) Right to Disable Access.
(e) Correction of Errors.
You agree to cooperate with Portabl in correcting any errors that may occur as part of the Services.
You may be required to provide certain information about yourself as a condition for downloading, installing, or using the Services or certain of its features or functionality. You acknowledge that when you download, install, or use the Services, we may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Services.
Information presented on or through the Website or our Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
(a) Use of the Services.
You may use the Services solely for lawful purposes in accordance with this Agreement. You may not use the Services:
In any way that violates any applicable federal, state, local, or international law or regulation.
For the purpose of exploiting, harming, or attempting to exploit or harm minors or other persons in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To impersonate or attempt to impersonate Portabl, a Portabl employee or other personnel, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
To carry out any fraudulent activity.
Additionally, you agree that you shall not:
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.
Use any robot, spider, or other automatic device, process, or means to access the Website or other Services for any purpose, including monitoring or copying any of the material on the Services.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, or any server, computer, or database connected or related to the Services.
Attack the Services via a denial-of-service attack, a distributed denial-of-service attack or by other technological means.
Otherwise attempt to interfere with the proper working of the Services.
Portabl may, from time to time, modify this Agreement. Please check this Agreement periodically for changes. Your continued use of the Services after the changes become effective constitutes your binding acceptance of such changes. In the event that a change to this Agreement materially modifies your rights or obligations, we will notify you of the change by reasonable means, such as by sending you an email to the address we have on file for you, presenting a pop-up window when you visit the Website, or providing notification through the Services in another way. We may also require you accept the modified Agreement in order to continue to use the Services. Immaterial modifications are effective upon publication, and material changes will be effective upon the earlier of (a) your continued use of the Services with actual knowledge of the modification, or (b) thirty (30) days following the change. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with this Agreement in effect that the time the dispute arose. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of then-current version of this Agreement.
(a) This Agreement is effective as of the time you accept the Agreement or first download, install, access, or use the Services, whichever is earlier.
(b) Closing Your Online Account.
You may terminate this Agreement at any time by permanently closing your Portabl Account, deleting the Mobile Applications in their entirety from your devices, and no longer visiting the Portabl Website, whereupon (and without notice from Portabl) any rights granted to you herein will automatically terminate; provided, however, that any provisions of this Agreement that survive termination by their nature or as set forth herein will continue in effect. You can close your account by sending us a message by email to email@example.com.
(c) Termination or Suspension by Portabl.
Portabl may terminate this Agreement at any time with or without notice if it ceases to offer or support the Services, which Portabl may do at any time in its sole discretion. Without limiting other remedies, Portabl may immediately terminate or suspend your access to or use of the Services and remove, subject to any regulatory retention requirements, any material from the Services or our servers, in the event that you breach this Agreement, or if we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Portabl or any third party, or otherwise in accordance with this Agreement. We will have no liability whatsoever on account of any change to the Services or any suspension or revocation of your access to or use of the Services.
(d) Effect of Termination.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PORTABL HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND REGARDING THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. WITHOUT LIMITING THE FOREGOING, PORTABL PROVIDES NO WARRANTY AND MAKES NO REPRESENTATION OF ANY KIND THAT: (a) THE INFORMATION PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE CORRECT, ACCURATE, UP-TO-DATE, OR RELIABLE; (b) THE SERVICES BE UNINTERRUPTED OR ERROR-FREE; (c) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (e) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE OR OTHER DEVICE, OR LOSS OF DATA. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “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.”
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PORTABL, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER PERSONNEL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE SUCH PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, WHERE SUCH DAMAGES RESULT FROM: (a) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, (b) ANY PURCHASE OF A THIRD PARTY PRODUCT OR SERVICE BASED ON INFORMATION CONTAINED IN THE PORTABL SERVICES, or (c) ANY ILLEGAL CONDUCT OF OTHER USERS OF THE SERVICES OR THIRD PARTIES. THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You hereby agree to indemnify and hold harmless Portabl and its officers, directors, employees, agents, affiliates, successors, assigns and other personnel from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, fines costs or and expenses of any kind, including reasonable attorneys’ fees, arising out of or in any way attributable to your use or misuse of the Services or your breach of this Agreement, including but not limited to any data or content that you submit to or make available via the Services.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
(a) Governing Law.
You and Portabl agree that this Agreement and the resolution of any disputes arising out of or relating to this Agreement or the use of the Services (collectively, “Disputes”) shall be governed by the laws of the State of New York, without regard to its choice or conflicts of laws provisions or rules.
(b) Informal Dispute Resolution.
Where possible, we want to address any concerns or issues without needing a formal legal case. Before filing any claim against Portabl, you agree to try to resolve the Dispute informally by contacting firstname.lastname@example.org. We will try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Portabl may bring a formal proceeding.
Any and all Disputes (regardless of basis or theory) shall be resolved by arbitration (except as expressly set forth herein) involving one arbitrator and administered by the American Arbitration Association (“AAA”) or its successor in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, or other applicable rules as determined by the arbitrator. Arbitration proceedings shall be conducted in Philadelphia, Pennsylvania. in the English language, and, at the request of either party, result in a written statement of the facts and legal reasoning supporting the decision of the arbitrator(s). The arbitrator may award any individual relief or individual remedies that are permitted by applicable law. Judgement on an award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.
(d) Costs of Arbitration.
The AAA rules will govern payment of all arbitration fees. If the value of your claim does not exceed $10,000, Portabl will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose. Each party shall pay its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
(e) Opt-Out of Agreement to Arbitrate.
You may decline this agreement to arbitrate by contacting email@example.com within 30 days of first accepting this Agreement. Your communication must state that you decline this arbitration agreement, and it must include your first and last name.
(f) Exceptions to Arbitration.
Either you or Portabl may assert claims, if they qualify, in small claims court in any United States county where you live or work. Either party may bring a lawsuit in any court of competent jurisdiction, solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights, without first engaging in arbitration or the informal dispute-resolution process described above.
(g) Waiver of Class and Collective Actions.
To the fullest extent permitted by applicable law, you and Portabl agree that (i) ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THAT ONE PARTY MAY HAVE WITH THE OTHER PARTY, MAY ONLY BE RESOLVED ON AN INDIVIDUAL BASIS, AND SHALL BE NOT BE ASSERTED AS A CLASS ACTION OR COLLECTIVE ACTION, WHETHER IN ARBITRATION, COURT OR ANY OTHER FORUM; AND (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING AND MAY NOT AWARD CLASS-WIDE RELIEF. Disputes shall not be joined or consolidated with any other proceeding that involves any claim or controversy of any other party.
(h) Choice of Forum.
In the event that the agreement to arbitrate is found not to apply to any Dispute, you and Portabl agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Philadelphia, Pennsylvania. Both you and Portabl consent to venue and personal jurisdiction there. Each party agrees to waive and hereby waives its right to a jury trial.
(i) Limitation of Time to File Claims.
Regardless of any statute or law to the contrary, each party agrees that any claim or cause of action arising out of or related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
(a) Entire Agreement.
Except as expressly permitted herein, this Agreement may only be amended by a written agreement signed by authorized representatives of the parties.
You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement or any of our rights or obligations under this Agreement at any time without notice.
(d) Waiver and Severability.
The failure of a party to require performance of any provision by the other party shall not affect the right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.
The headings in this Agreement are for convenience only and have no legal or contractual effect.