Last Updated: April 16th, 2020
Last Updated: April 16th, 2020
Certain features of the Site or Services may be subject to additional guidelines, terms or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines and rules are incorporated by reference into these Terms. These Terms are in addition to, and do not nullify, any other agreement between you and Portfolium or any other applicable terms and conditions found on the Site. In the event of a conflict between the additional terms or other agreement and any provision in these Terms, the additional terms will prevail, but only with respect to the portion of the Services to which the additional terms apply. You agree to comply with all rules or restrictions that are posted on the Site.
These Terms set forth the legally binding terms and conditions that govern your use of the Site AND SERVICES. By accessing or using the Site OR SERVICES, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PORTFOLIUM, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS (on behalf of yourself or the entity that you represent). You may not access or use the Site OR SERVICES or accept the Terms if you are not at least 13 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Site OR SERVICES.
THE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
THE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1.THE SERVICES. Through the Services, users can (a) display portfolio entries showcasing their work (each an "Entry"), (b) view other users' Entries based on interest areas, and (c) connect with other users. Through the Services, users can (a) display portfolio entries showcasing their work (each an "Entry"), (b) view other users' Entries based on interest areas, and (c) connect with other users. Users may also be able to (a) post and apply for jobs (each a "Job") through the Services, and (b) Create and Follow Company Pages through the Services.
1.1 Provision of Platform Only. We do not take part in the interaction between users. Your interactions with other users are solely between you and such user and Portfolium shall not be responsible for any loss or damage incurred as the result of any such interactions. When interacting with other users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. If there is a dispute between you and any user, Portfolium is under no obligation to become involved, but reserves the right to do so. Portfolium's responsibilities are limited to making the Site and Services available. We do not have control over and we make no representations regarding Entries, Job postings or Job applications.
1.2 Account Creation. In order to use the Services, you must first register for an account ("Account") and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
1.3 Portfolio Entries. Users may post Entries such as work experiences, course work, volunteer engagements, club involvement, hobbies, projects, and activities. In order to post an Entry, you must provide certain information about the Entry, such as a title and description. By posting an Entry, you agree that (a) you are solely responsible for the accuracy and completeness of the Entry you submit and for all content contained in an Entry; (b) that your Entry may not be immediately searchable and that the appearance or placement of your Entry in search results will vary depending on a variety of factors, including, but not limited to, a user's search query and the information in the posting. Submission of an Entry does not guarantee that the Entry will be available on the Services and Portfolium may remove an Entry with or without notice at any time for any reason. You agree that Portfolium will not be liable to you or to any third party for any removal of an Entry or any part thereof.
1.4 Job Postings. Employers can create an Account through the Services. As an employer, you may post a Job that describes the candidate you are looking for. By posting a Job, you agree that (a) you are solely responsible for the accuracy and completeness of the Job posting you submit and for all content contained in the Job posting; (b) that your Job posting may not be immediately searchable and that the appearance or placement of your posting in search results will vary depending on a variety of factors, including, but not limited to, a user's search query and the information in the posting. Submission of a Job posting does not guarantee that the Job posting will be available on the Services and Portfolium may remove a Job posting with or without notice at any time for any reason. Job postings may be time-limited and may be removed after the applicable length of time has expired. You agree that Portfolium will not be liable to you or to any third party for any removal of a Job posting or any part thereof. Portfolium allows users to apply to some Job postings through the Services, in which case Portfolium will deliver a user's application information to the applicable employer. In other cases, Portfolium will simply provide a link to the employer's site or other external site where the user can apply. If you apply for a job through the Services, you agree that you are solely responsible for the accuracy and completeness of your application and for all content contained in your application. You agree that Portfolium will not be liable to you or to any third party for an employer's use of your application information.
1.5 Company Pages. Employers can create an Account through the Services. As an employer, you may create a Company Page that describes details of your business or organization, and lists Jobs that your company has posted. By creating a Company Page, you agree that (a) you are responsible for the accuracy and completeness of the Company Page you create and for all content contained in the Company Page; (b) the appearance or placement of your Company Page in search results will vary depending on a variety of factors, including, but not limited to, a user's search query and the information in the Company Page. Creation of a Company Page does not guarantee that the Company page will be available on the Services and Portfolium may remove a Company Page with or without notice at any time for any reason. Users may explicitly or implicitly Follow a Company Page, for example, by clicking the follow button on a Company Page, by applying to one of the Company's jobs or internships, or by other means as facilitated by the Services. By Following a Company Page, the User permits Employers to contact them through the Services.
2. ACCOUNT RESPONSIBILITIES. You may not have more than one Account. You agree not to create an Account or use the Site or Services if you have been previously removed by us or banned from any of the Services. Portfolium reserves the right in its sole discretion to suspend or terminate your Account and refuse any and all current or future use of the Site or Services (or any portion thereof) at any time for any reason. You agree that Portfolium will not be liable to you or to any third party for any suspension or termination of your Account or any refusal of any use of the Site or Services (or any portion thereof). Information on your profile may include information and content you provide and/or upload as well as information we collect from your account with social networking sites (each an "SNS") ("Profile Information"). Portfolium reserves the right in its sole discretion to remove Profile Information at any time for any reason. You agree that Portfolium will not be liable to you or to any third party for such removal. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Portfolium of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Portfolium cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3. SOCIAL NETWORKING SITES. The Services may allow users to connect with various SNSs. By connecting your SNS account, you represent that you are entitled to grant us access to your SNS account without breach by you of any SNS terms and conditions and without obligating us to pay any fees or making us subject to any usage limitations. By granting Portfolium access to your SNS account, you understand that we may access, make available, and store any information, content, or other materials that you have provided to or stored in your SNS account ("SNS Content") accessible through the Site and Services so that it is available on your Account. Unless otherwise specified in the Terms, all SNS Content will be deemed your User Content (as defined below) for all purposes of the Terms. PLEASE NOTE THAT YOUR RELATIONSHIP WITH EACH SNS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS, AND WE DISCLAIM ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO US BY AN SNS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN THE SNS. Portfolium makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Portfolium is not responsible for any SNS Content.
4. ACCESS TO THE SITE
4.1 License. Subject to these Terms, Portfolium grants you a non-transferable, non-exclusive, revocable, limited license to use (a) the App on any compatible device that you own or control, and (b) the other aspects of Site and Services for your personal use. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace, or any similar store or marketplace (each, an "App Store" and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store (e.g. Apple App Store's "Usage Rules") (the "Usage Rules"). To the extent these Terms provide for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies.
4.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other portion of the Site or Services (including images, text, page layout, or form); (c) you shall not use any metatags or other "hidden text" using Portfolium's name or trademarks; (d) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (e) you may not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such); (f) you shall not access the Site or Services in order to build a similar or competitive website, product, or service; (g) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site or Services. Any unauthorized use of the Site or Services terminates the licenses granted by Portfolium pursuant to these Terms. Portfolium makes no representation that the Site or Services are appropriate for use in locations other than the United States.
4.3 Modification. Portfolium reserves the right, at any time, to modify, suspend, or discontinue the Site or Services (in whole or in part) with or without notice to you. You agree that Portfolium will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or Services or any part thereof.
4.4 No Support or Maintenance; Updates. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. You acknowledge and agree that Portfolium will have no obligation to provide you with any support or maintenance in connection with the Site or Services. You agree that Portfolium is not obligated to create or provide any corrections, updates, upgrades, bug fixes, and/or enhancements of the Site or Services (each an "Update"). However, in the event Portfolium decides to offer an Update, you agree that Portfolium may amend these Terms in connection with such Update without specific notice to you and that your use of the Site or Services following such Update is conditioned upon your acceptance of any revised Terms. By using the Site or Services following an Update, you are representing that you have reviewed the then-current version of the Terms and agree to be bound by such version. All Updates will be governed by the version of these Terms published by Portfolium as of the date you use the Site or Services following such update.
4.6 Ownership. Excluding any User Content (defined below) that you may provide, you acknowledge that (a) the Site and Services are and will remain the sole property of Portfolium and is subject to protection under U.S. and foreign copyright laws and (b) all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and Services and content made available through the Site and Services are owned by Portfolium or its licensors or suppliers. Portfolium's name, logo, and the product names associated with the Site or Services belong to Portfolium (or its licensors or suppliers, where applicable), and no right or license is granted to use them by implication, estoppel or otherwise. Neither these Terms nor your access to the Site or Services transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Portfolium and its licensors and suppliers reserve all rights not granted in these Terms.
4.7 Comments. The Services allow users to post comments on Entries. Such comments are opinions and are not the opinion of Portfolium, have not been verified by Portfolium, and each user should undertake his or her own research to be satisfied concerning any specific user. Although Portfolium may from time to time review such comments, you acknowledge and agree that Portfolium is under no obligation to monitor or control, and will have no liability for, any comments. You acknowledge that any opinions, statement, recommendation, offers, advice or other information presented or disseminated through the Services are those of their respective authors who are solely responsible and liable for their content. Portfolium reserves the right, in its sole discretion, to remove any comments.
4.8 Feedback. You agree that submission of any ideas, suggestions, and/or proposals to us ("Feedback") is at your own risk and that Portfolium has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Portfolium a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Portfolium will treat any Feedback you provide to Portfolium as non-confidential and non-proprietary.
5. USER CONTENT
5.1 Ownership. Each user owns its own User Content (defined below). By making available your User Content on or in the Site or Services, you represent that you own or have all rights necessary to make available your User Content.
5.2 User Content. "User Content" means any and all information and content that a user submits to, or uses with, the Site or Services (e.g., content in the user's profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined below). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Portfolium. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Portfolium is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire. Portfolium has no responsibility or liability for the deletion or accuracy of any User Content; the failure to store, transmit, or receive transmission of User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Site or Services. You acknowledge that Portfolium has no obligation to pre-screen User Content, although Portfolium reserves the right in its sole discretion to pre-screen, refuse, or remove any User Content at any time for any reason. PLEASE MAKE SURE THAT YOU ONLY PROVIDE INFORMATION TO THE SERVICES THAT YOU ARE ALLOWED TO PROVIDE WITHOUT VIOLATING ANY OBLIGATIONS YOU MIGHT HAVE TOWARDS A THIRD PARTY, INCLUDING ANY CONFIDENTIALITY OBLIGATIONS. PLEASE DO NOT PROVIDE ANY INFORMATION THAT YOU ARE NOT ALLOWED TO SHARE WITH OTHERS, INCLUDING BY CONTRACT OR LAW; PLEASE NOTE THAT ANY INFORMATION YOU PROVIDE WILL BE ACCESSIBLE BY USERS OF THE SITE AND SERVICES.
5.3 License. You hereby grant (and you represent and warrant that you have the right to grant) to Portfolium an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site and Services and operating and providing the Site and Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
5.4 Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy":
(a) You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content (i) that violates 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; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site or Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site or Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) impersonate any person or entity, including any employee or representative of Portfolium, or falsifies or misrepresents yourself or your affiliation with any person or entity; (v) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or Services (or to other computer systems or networks connected to or used together with the Site or Services), whether through password mining or any other means; (vi) harass or interfere with any other user's use and enjoyment of the Site or Services; or (vii) use software or automated agents or scripts to produce multiple accounts on the Site or Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site or Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
5.5 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.
5.6 Content Provided by Other Parties. The Site and Services may contain User Content provided by other users or third parties. We are not responsible for and do not control such content. We have the right, but no obligation to review or monitor such content. We do not approve, endorse or make any representations or warranties with respect to such content. You use all such contact at your own risk.
6. APP STORES. You acknowledge and agree that the availability of the App is dependent on the App Store from which you received the App. You and Portfolium acknowledge that these Terms are between you and Portfolium and not with the App Store and that Portfolium, and not the App Store, is responsible for the App and the content thereof. Portfolium is responsible for providing any maintenance and support services with respect to the App and the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the App. Portfolium is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store, and the App Store may refund the purchase price for the App to you; and to the maximum extent permitted by applicable law, the App Stores will not have any other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Portfolium's sole responsibility. You and Portfolium acknowledge that Portfolium, and not the App Store, is responsible for addressing any claims relating to the App or your possession and/or use of that App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. You and Portfolium acknowledge that, in the event of any third party claim that the App infringes or your possession and use of that App that third party's intellectual property rights, Portfolium, and not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store's terms and policies and the Usage Rules) when using the App. Portfolium and you acknowledge and agree that the App Stores and their subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of the terms and conditions of these Terms, the App Stores will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof.
7. INDEMNIFICATION. You agree to indemnify and hold Portfolium (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (1) your use of, or inability to use, the Site or Services; (2) your violation of these Terms; (3) your violation of applicable laws or regulations; (4) your User Content, including, but not limited to, your Entries; (5) your violation of any rights of another party, including any users; or (6) your interaction with any other user. Portfolium reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Portfolium. Portfolium will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the Site or Services.
8. DISCLAIMERS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PORTFOLIUM AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTIES REGARDING THE USERS OR THE SITE AND SERVICES, INCLUDING THE ENTRIES OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES OR THE INTERACTIONS BETWEEN THE USERS WITHIN OR OUTSIDE OF THE SITE, AND EACH OF THE FOREGOING IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PORTFOLIUM AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE USERS OR THE SITE AND SERVICES, INCLUDING THE ENTRIES OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES OR THE INTERACTIONS BETWEEN THE USERS WITHIN OR OUTSIDE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. PORTFOLIUM AND OUR LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PORTFOLIUM OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9.LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PORTFOLIUM OR OUR LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF PORTFOLIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PORTFOLIUM'S AND OUR LICENSORS' AND SUPPLIERS' LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR LICENSORS AND SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PORTFOLIUM AND YOU.
10. THIRD PARTY LINKS & ADS; OTHER USERS; RELEASE
10.1 Third-Party Links & Ads. The Site or Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of Portfolium, and Portfolium is not responsible for any Third-Party Links & Ads. Portfolium provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
10.2 Other Users. Each user of the Site or Services is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users of the Site or Services are solely between you and such users. You agree that Portfolium will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Site or Services, we are under no obligation to become involved.
10.3 Release. You hereby release and forever discharge the Portfolium (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to: (a) the Site or Services (including any interactions with, or act or omission of, other users of the Site or Services or any Third-Party Links & Ads); (b) any inaccurate, incomplete, unreliable, illegal or infringing User Content posted on the Services, whether caused by us or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (c) the conduct, whether online or offline, of any user; (d) any injury, loss or damage caused by another user or User Content posted on the Services, whether online or offline; and (e) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Services' users' communications. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
11.TERM AND TERMINATION. Subject to this Section, these Terms will remain in full force and effect while you use the Site or Services. You may terminate your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your rights to use the Site and/or Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Portfolium will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Portfolium respects the intellectual property of others and asks that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Site or Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site or Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Portfolium is: Cooley, LLP.
Address of Agent: 6330 South 3000 East, Suite 700, Salt Lake City, UT 84121
Email: [email protected]
13.1 Changes. These Terms are subject to occasional revision. We will notify you of any changes to our Terms by posting the new Terms here: https://qa.portfolium.com/terms. After we make the change and we will change the "Last Updated" date above. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site or Services. These changes will be effective immediately for new users of our Site or Services. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
13.2 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section ("Arbitration Agreement") carefully. It is part of your contract with Portfolium and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Contact Portfolium First. If a dispute arises between you and Portfolium, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that you will notify us about any dispute you have with Portfolium regarding our Site or Services by emailing: [email protected]
(b) Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of any product or service provided by Portfolium that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Portfolium, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(c) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this Section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms ("Arbitration Rules"). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States (in which case hearing will be held in the capital of your country), and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
(e) Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and Portfolium, 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 the Terms. 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 Portfolium.
(f) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. 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 Portfolium in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND PORTFOLIUM WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(g) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located in San Diego, California.
(h) Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. This Paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(i) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(j) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(k) Survival of Agreement This Arbitration Agreement will survive the termination of your relationship with Portfolium.
(l) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in San Diego, California, for such purpose.
(m) Governing Law. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
13.3 Export. The Site and Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Portfolium, or any products utilizing such data, in violation of the United States export laws or regulations.
13.4 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.5 Electronic Communications. The communications between you and Portfolium use electronic means, whether you use the Site or Services or send us emails, or whether Portfolium posts notices on the Site or Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Portfolium in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Portfolium provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
13.6 Miscellaneous. These Terms constitute the entire agreement between you and us regarding the use of the Site and Services, and supersedes all prior and contemporaneous discussions between the parties with respect to the subject matter hereof. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The Section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Portfolium is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Portfolium's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Portfolium may freely assign these Terms. These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns.
13.7 Force Majeure. Portfolium shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials
13.8 Copyright/Trademark Information. Copyright © 2018 Portfolium. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Site or Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
13.9 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site or Services, please contact us at: [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
13.10 Contact Information. Portfolium's contact information for any end-user questions, complaints or claims with respect to the Site or Services is: [email protected]
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