PORTAPHONE PLATFORM SERVICES
By uploading any information, data or other input (your “Content‘) to the PortaOne, Inc. web site (“Service”) and by using the service of PortaOne, Inc. (“PORTAPHONE”), you (“you”, “your” or “User”) are agreeing to be bound by the following terms and conditions (“Terms of Service“). IF YOU DO NOT AGREE TO THIS TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE SERVICE. This is a TERMS OF SERVICE for Services, and Customer is not granted a license to any software by this TERMS OF SERVICE.
Registration allows you to create a user account in which you will be able to create, customize, manage, and administer applications through Internet access to PortaOne’s proprietary software and architecture, including the Catalog, Application Building tools, and Application Framework (“PORTAPHONE Platform”). PortaOne, Inc. reserves the right to refuse registration of, or cancel, accounts it deems inappropriate.
PortaOne, Inc. may make changes to the TERMS OF SERVICE, and continued use of the Service constitutes Customer’s acceptance of any such changes. In addition, Customer and PortaOne, Inc. shall be subject to any posted guidelines or rules applicable to such Services that may be posted at any time.
RESPONSIBILITIES AND RIGHTS
You are responsible for all activity occurring under your Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of PORTAPHONE, including those related to data privacy, international communications and the transmission of technical or personal data.
You must:
- report to PortaOne, Inc. immediately of any unauthorized use of any account or any other known or suspected breach of security by you or any member of your Team
- report to PortaOne, Inc. immediately and use reasonable efforts to stop immediately any copying or distribution of the PORTAPHONE Platform that is known or suspected by you or any member of your Team
- not impersonate another PORTAPHONE user or provide false identity information to gain access to or use the PORTAPHONE Platform. PortaOne, Inc. has the rights to use the name and the logo of PortaOne, Inc. within any media support or for marketing purposes during the term of this TERMS OF SERVICE.
IF, AT THE END OF YOUR SUBSCRIPTION, you elect to discontinue services, then the data that you store in Applications when using the PORTAPHONE Platform per the terms of this TERMS OF SERVICE will be considered your personal property and fully transferable to you upon written request to PortaOne, Inc.
RESTRICTIONS ON USE
Your license to use PORTAPHONE to create Applications is limited to you and your Team to use only and cannot be shared with or used by any Third Party with the exception of platform features that enable you to communicate with the Third Party. You agree NOT to:
- modify or make derivative works based upon the PORTAPHONE Platform;
- disassemble, reverse engineer, analyze, decompile, modify, convert or translate the PORTAPHONE Platform or apply any procedure or process to the PORTAPHONE Platform in order to build a competitive product or service build a product using similar ideas, features, functions or graphics of the PORTAPHONE Platform, or copy any ideas, features, functions or graphics of the PORTAPHONE Platform;
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any Third Party the PORTAPHONE Platform and/or User Account in any way;
- link to the PORTAPHONE Platform or Applications via the Internet, displaying any content on any other server or wireless or Internet-based device, without properly citing PortaOne, Inc. as the owner or expressed written consent from PortaOne, Inc.;
- collect or harvest any personally identifiable information, including account names, from PORTAPHONE.
AS PARTY TO THIS TERMS OF SERVICE, You agree NOT to use the PORTAPHONE Platform to engage in:
- sending or storing infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or violate Third Party privacy rights;
- sending or storing material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- interfering with or disrupt the integrity or performance of the PORTAPHONE Platform or the data contained therein;
- attempting to gain unauthorized access to the PORTAPHONE Platform or its related systems or networks.
OWNERSHIP
While this TERMS OF SERVICE and the specified license(s) are in effect and it does not convey any rights of ownership in or to the PORTAPHONE Platform. All rights, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the PORTAPHONE Platform will remain the sole property of PortaOne, Inc. Any services provided to you under this TERMS OF SERVICE related to the testing of the PORTAPHONE Platform, including methods, processes, notes, designs, code, documentation, memoranda will belong to PortaOne, Inc. Any intellectual property and information, such as data, feedback, advice, information, designs that you give to PORTAPHONE during the Term of this TERMS OF SERVICE will belong to PortaOne, Inc. and you will receive no compensation for such information.
PORTAONE ACCESS TO APPLICATIONS
During the Term of this TERMS OF SERVICE, in the event that PortaOne, Inc. discovers that an Application and/or Account is impeding services on the PORTAPHONE Platform in any way or the server that the PORTAPHONE Platform is hosted on, you hereby grant PortaOne, Inc. access by proxy login to an Application or Account so PortaOne, Inc. may investigate Applications and/or Accounts and the problems that it may be causing. During this investigation, services to said Applications and/or Accounts may not be accessible.
WARRANTY DISCLAIMER
PortaOne, Inc. makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the PORTAPHONE Platform or any content or online documentation. The PORTAPHONE Platform is provided to you on an “AS IS – WHEREAS” basis. By accepting this license, you agree that you understand that the PORTAPHONE Platform may not operate according to the specifications at all times. PortaOne, Inc. DOES NOT represent or warrant that:
- the use of the PORTAPHONE Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
- the PORTAPHONE Platform will meet your requirements or expectations or result in revenues or profits;
- any stored data will be accurate or reliable;
- the quality of any products, services, information, or other material purchased or obtained by you through the PORTAPHONE Platform will meet your requirements or expectations;
- the PORTAPHONE Platform will remain consistent during any given period as PortaOne, Inc. reserves the right to make changes to improve service or add and remove product features at any time;
- errors or defects will be corrected, or;
- the PORTAPHONE Platform or the server(s) and software components that make the PORTAPHONE Platform available are free of viruses or other harmful components.
- any applications authored on the PORTAPHONE platform and made available to through the catalogue has the warranty disclaimer as sections (a) through (g) above. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law by PortaOne, Inc.
LIMITATIONS ON LIABILITY
You expressly understand and agree that PortaOne, Inc., its officers, directors, employees, affiliates and service providers, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if PortaOne, Inc. has been advised of the possibility of such damages), resulting from:
- the use or the inability to use the PORTAPHONE service;
- the cost of procurement of substitute goods and service resulting from any goods, data, information or service purchased or obtained or messages received or transactions entered into through or from the PORTAPHONE Platform;
- unauthorized access to or alteration of your transmissions or data;
- statements or conduct of any third party on the PORTAPHONE Platform or; any other matter relating to the PORTAPHONE Platform. You also agree that PortaOne, Inc. will not be liable for any interruption of business access delays or access interruptions to this site or the website(s)
- data non-delivery, misdelivery, corruption, destruction or other modification
- unauthorized access to data entered in, or breach of any security mechanisms utilized in, the PORTAPHONE Platform or in any restricted field therein; or
- events beyond the reasonable control or PortaOne, Inc. PORTAPHONE’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. PortaOne, Inc. is not responsible for any delays, delivery failures, or other damage resulting from such problems.
TERMINATION OF SERVICES
PortaOne, Inc. reserves the right to terminate your PORTAPHONE Account for any reason at any time. PortaOne, Inc. shall have no liability to Customer or any third party because of such termination. You may terminate your account at any time. Upon termination, Customer can request a data export be made available for download. If the invoice is not paid on time, PortaOne, Inc. will notify the Customer and ask for a resolution. In case the invoice is not paid within 10 Business Days from the notification and no other TERMS OF SERVICE has been reached, PortaOne, Inc. will remove the CUSTOMER configuration from the PORTAPHONE portal.
GOVERNING LAW
This TERMS OF SERVICE will be governed by and construed in accordance with the laws of British Columbia, Canada without regard to any contrary conflicts of law principles. All legal actions arising under this TERMS OF SERVICE will be initiated and maintained in the provincial courts in British Columbia, Canada. Both parties hereby irrevocably consent to such jurisdiction and venue.
ATTORNEYS’ FEES AND COSTS
The prevailing party in any legal action or arbitration relating to this TERMS OF SERVICE will be entitled to recover its attorneys’ fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding.
ARBITRATION
The parties hereto irrevocably agree that any and all controversies, directly or indirectly related to this TERMS OF SERVICE, will be submitted to final and binding arbitration before an arbitrator in British Columbia, Canada.
SEVERABILITY
In the event that any provision of this TERMS OF SERVICE is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this TERMS OF SERVICE will remain in full force and effect.
AMENDMENTS
This TERMS OF SERVICE constitutes the complete TERMS OF SERVICE between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this TERMS OF SERVICE will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. No agency, partnership, joint venture, or employment is created as a result of this TERMS OF SERVICE, and Customer does not have any authority or any kind to bind PortaOne, Inc. in any respect whatsoever.
WAIVER
The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
STATUTE OF LIMITATIONS
Any claim, demand or cause of action relating to this TERMS OF SERVICE will be deemed barred and forever waived if legal action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years after the aggrieved party first acquires actual notice of such claim, demand or cause of action.
PRICING
PortaOne, Inc. reserves the right to modify its prices and we will notify you by email when this occurs.
PAYMENT FLOWS
PORTAPHONE app will be made Live immediately after the setup fee is paid and TERMS OF SERVICE are concluded. The subsequent regular payments are charged automatically at the end of every billing period, based on this Billing TERMS OF SERVICE. The billing period is 30 calendar days. In case Customer cancels the service, a bill is prepared for the amount proportional to the time the service was used in the current period, rounded to whole days up. This amount is charged based on the Billing TERMS OF SERVICE as the final payment, then the Billing TERMS OF SERVICE is cancelled and all billing is stopped. In case Customer changes settings of the service in a way, which requires additional payments (e.g. enables new features for the app), amount proportional to the time the old configuration was used in the current period, rounded to whole days up, will be charged and a new period is started with the new configuration. This is equivalent to cancelling the old service and starting a new service immediately afterwards, with setup fees being charged only for features not present in the old service configuration.
WHITE LABEL APPS SPECIFIC TERMS
In case of a white-label option, PORTAPHONE platform will generate binary packages suitable for submission to App Store and Google Play. The customer is responsible for providing all other items required for successful submission and release of the apps. These items are app description, screenshots, search keyword selection, app category and any other information required by the stores where the apps are submitted. In case of “full service” option, PortaOne, Inc. representative will assist in submitting the apps to streamline the process and maximize the chance of success, but will still need input from Customer about the items from the previous paragraph. PortaOne, Inc. representative will resolve all technical aspects of the app submission. In case the process is blocked by any business-related requirement, like providing Customer’s company details, banking information, accepting or modifying any TERMS OF SERVICEs and similar, the Customer will always be asked to log in to the account and do the requested action. User agrees to abide by the separate Terms of Use, Privacy Policy and Acceptable Use Policy maintain in the Google Play and Apple/iTunes App stores. As part of our Service, we will review your app for Compliant with Google and Apple standards; however, Apple and Google will determine final compliance independently. For details regarding Google and Apple requirements and standards, go to https://play.google.com/about/developer-content-policy/ and https://developer.apple.com/app-store/review/guidelines/, respectively.
RESERVED IDENTIFIERS
PORTAPHONE apps are identified by “Cloud ID” identifiers, which need to be unique. You reserve this identifier the moment you create a new app. We reserve the right to reclaim this identifier in case the app is abandoned and doesn’t go LIVE within 6 months of being created.
EXPORT COMPLIANCE OF WHITE LABEL APPS
In case of white-label apps which use encryption (like ZRTP or SRTP/SDES for encrypted voice and video), it may be necessary to obtain permission from relevant authorities to be able to distribute the apps to target audience. Specifically, Apple will always require export compliance document issued by US authorities for any apps which use encryption, and also French import declaration in case your app is to be available in the French app store. Customer is always responsible for compliance with any import/export regulation applicable. In the case of “full service” option, PortaOne, Inc. representative may notify Customer about the requirements and hold the submission process until all necessary documents are delivered by Customer.
AUTHORIZATION OF THIS TERMS OF SERVICE
Each party represents to the other that it: has the legal power and authority to enter into this TERMS OF SERVICE; and has not previously entered into any TERMS OF SERVICE or understanding which conflicts with any rights or obligations set forth in this TERMS OF SERVICE. PortaOne, Inc. will have the right to assign this TERMS OF SERVICE to an affiliate of PortaOne, Inc. at any time without notice. These terms and conditions are the entire TERMS OF SERVICE between you and PortaOne, Inc. regarding the use of PORTAPHONE. No other communication, whether written or oral, will be deemed to supplement or supersede these terms and conditions unless made in writing and signed by both you and PortaOne, Inc.
