Portz Website and Online Services Terms of Use

Effective June 1, 2021

Welcome to Portz! As used in these Terms of Use, "Portz", "us" or "we" refers to Portz, Inc. and its affiliates.

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. These terms of use (“Terms”), along with Portz’s Privacy Policy, govern your use of Portz’s Websites and Online Services. For the purposes of these Terms, (i) “Websites” refers to www.portz.io, as well as the other websites that Portz operates and that link to these Terms, and (ii) “Online Services” means Portz’s products and services. If you do not agree to these Terms, you must not access or use our Websites or Online Services.

THESE TERMS DO NOT APPLY TO YOUR ACCESS AND USE OF THE PORTZ PRODUCTS AND SERVICES THAT ARE PROVIDED UNDER THE SELF-SERVE SUBSCRIPTION AGREEMENT, THE ENTERPRISE SUBSCRIPTION AGREEMENT, OR OTHER WRITTEN AGREEMENT SIGNED BETWEEN YOU AND PORTZ (IF APPLICABLE).

If there is a conflict between these Terms and additional terms applicable to a given Website or Online Service, the additional terms will control for that conflict.

ELIGIBILITY

By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Websites and Online Services and (iii) that your use of the Websites and Online Services is in compliance with any and all applicable laws and regulations.

LICENSE GRANT TO PORTZ

By submitting, posting, or publishing your content, suggestions, enhancement requests, recommendations, feedback, information, data, or comments (“Content”) to any Website or Online Service, you are granting Portz a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, incorporate, exploit, display, perform, reproduce, distribute, and prepare derivative works of your Content. You will retain ownership of your Content, however, any use of your Content by Portz may be without any compensation paid to you. By submitting, posting, and publishing your Content, you represent and warrant that your Content, does not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third-party.

INFRINGEMENT

Except as otherwise provided in our Supplemental Terms, Portz is a pass-through network used to improve network performance, not a hosting provider and as such, we have no way of removing improper or infringing material from our users’ websites, third party sites or their hosting services.

TERMINATION OF USE; DISCONTINUATION AND MODIFICATION OF THE WEBSITES AND ONLINE SERVICES

We may at our sole discretion suspend or terminate your access to the Websites and/or Online Services at any time, with or without notice for any reason or no reason at all. We also reserve the right to modify or discontinue the Websites and/or Online Services at any time (including, without limitation, by limiting or discontinuing certain features of the Websites and/or Online Services) without notice to you. We will have no liability whatsoever on account of any change to the Websites and/or Online Services or any suspension or termination of your access to or use of the Websites and/or Online Services.

THIRD-PARTY WEBSITES

The Websites and Online Services may contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content.

OWNERSHIP; PROPRIETARY RIGHTS

The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Websites and Online Services (the “Materials”) provided by Portz are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Websites and Online Services are the property of Portz or our third-party licensors. Except as expressly authorized by Portz you may not make use of the Materials. Portz reserves all rights to the Materials not granted expressly in these Terms.

PROHIBITED USES

As a condition of your use of the Websites and Online Services, you will not use the Websites or Online Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Websites or Online Services in any manner that could damage, disable, overburden, disrupt or impair any Portz servers or APIs, or any networks connected to any Portz server or APIs, or that could interfere with any other party's use and enjoyment of any Websites or Online Services. You may not transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of Websites or Online Services. You may not exceed or circumvent, or try to exceed or circumvent, limitations on the Websites or Online Services, including on any API calls, or otherwise use the Websites or Online Services in a manner that violates any Portz documentation or user manuals. You may not attempt to gain unauthorized access to any Websites or Online Services, other accounts, computer systems, or networks connected to any Portz server or to any of the Websites or Online Services 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 Websites or Online Services. You may not to use the Websites or Online Services in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

INDEMNITY

You agree that you will be responsible for your use of the Websites and Online Services, and you agree to defend, indemnify, and hold harmless Portz and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Portz Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Websites and Online Services; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.

DISCLAIMERS; NO WARRANTIES

THE WEBSITES AND ONLINE SERVICES ARE MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE Portz ENTITIES HAVE NO OBLIGATION TO MONITOR, CONTROL, OR VET THE CONTENT OR DATA APPEARING ON THE WEBSITES AND ONLINE SERVICES. AS SUCH, YOUR USE OF THE WEBSITES AND ONLINE SERVICES IS AT YOUR OWN DISCRETION AND RISK. THE Portz ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITES AND ONLINE SERVICES AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO EVENT WILL THE Portz ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITES AND ONLINE SERVICES OR ANY MATERIALS OR CONTENT ON THE WEBSITES AND ONLINE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE Portz ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

GOVERNING LAW

These Terms will be governed by the laws of the State of Georgia without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Portz agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Fulton County, Georgia for the purpose of litigating all such disputes.

CHANGES TO THESE TERMS

Portz reserves the right to make modifications to these Terms at any time. Revised versions of these Terms will be posted to this Website. Unless otherwise specified, any modifications to the Terms will take effect the day they are posted to this Website. If you do not agree with the revised Terms, your sole and exclusive remedy will be to discontinue your use of the Websites and Online Services.

GENERAL

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Portz regarding your use of and access to the Websites and Online Services. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of particular provisions.

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice.

The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

You acknowledge that the Websites and Online Services are not intended to be technology protection measures that will help you comply with the Children’s Online Privacy Protection Act (COPPA) or Children's Internet Protection Act (CIPA). CONTACT INFORMATION

The Websites and Online Services are operated by Portz, Inc. You may contact us by emailing us at support@portz.io.