TERMS & CONDITIONS

Portage, LLC Terms and Conditions
Effective Date: August 1, 2024

Please read these Terms of Service (the “Terms”) and the Privacy Policy at https://portagex.com/privacy-policy (“Privacy Policy”) carefully, as they govern your use of Portage, LLC’s (“Portage," "Portage X,” “we,” “our,” or “us”) website located at https://portagex.com (the “Site”). To make these Terms easier to read, the Site and any services offered via our Site are collectively called the “Services.”

1. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or another legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

2. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, and share your information.

3. Changes to these Terms or the Services

We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to the changes, you may not use the Services anymore.
As our Services evolve, we may change or discontinue all or any part of the Services at any time and without notice, at our sole discretion.

4. Feedback

We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Services (collectively, “Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

5. General Prohibitions and Portage’s Enforcement Rights

You agree not to do any of the following:

• Use, display, mirror, or frame the Services or any individual element within the Services, Portage’s name, any Portage trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Portage’s express written consent;

• Access, tamper with, or use non-public areas of the Services, Portage’s computer systems, or the technical delivery systems of Portage’s providers;

• Attempt to probe, scan, or test the vulnerability of any Portage system or network or breach any security or authentication measures;

• Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Portage or any third party to protect the Services;

• Attempt to access or search the Services using any engine, software, tool, agent, or device (e.g., robots, crawlers) other than what Portage provides or generally available third-party web browsers;

• Send unsolicited or unauthorized advertising or promotional materials;

• Use the Services for any commercial purpose or in any manner not permitted by these Terms;

• Interfere with or disrupt the Services by sending a virus, overloading, spamming, or mail-bombing;

• Collect or store any personally identifiable information from other users of the Services without their express permission;

• Impersonate or misrepresent your affiliation with any person or entity;

• Violate any applicable law or regulation.

Portage may investigate and prosecute violations of these Terms to the fullest extent allowed by law.

6. Links to Third-Party Websites or Resources

The Services may allow you to access third-party websites or other resources. Portage provides these links only as a convenience and is not responsible for the content, products, or services on or available from third-party resources or websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

7. Termination

We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any termination, the following sections will survive: 4, 5, 7, and 8–12.

8. Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.

9. Indemnity

You agree to indemnify and hold Portage and its officers, directors, employees, and agents harmless from any claims, disputes, demands, liabilities, damages, losses, and costs, including reasonable legal fees, arising out of or in connection with your use of the Services or your violation of these Terms.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PORTAGE NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES.

11. Governing Law and Forum Choice

These Terms will be governed by and construed in accordance with the laws of the State of Minnesota, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Hennepin County, Minnesota, and both you and Portage consent to the personal jurisdiction and venue therein.

12. General Terms

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• Reservation of Rights: Portage and its licensors exclusively own all rights, title, and interest in and to the Services, including all associated intellectual property rights.

• Entire Agreement: These Terms constitute the entire agreement between Portage and you regarding the Services.

• Notices: Any notices or other communications provided by Portage will be given via email or by posting to the Services.

• Waiver of Rights: Portage’s failure to enforce any right under these Terms will not be considered a waiver of such right.
   

13. Contact Information

If you have any questions about these Terms or the Services, please contact us at privacy@portagex.com.