Portal AI Terms of Service

Last Updated: May 11, 2024

By using the Portal AI website without a subscription, you agree to these Terms and the Portal AI policies.

Portal AI Inc (“Portal AI”) provides business consulting (the “Service”) to customers through the Portal AI website. By using the Service, you affirm that you have read, understood, and agree to be bound by these Portal AI Terms of Service (“Terms”), the Portal AI Data Processing Addendum (“DPA”), and the Portal AI policies. You represent, warrant, and covenant that you will not send Personal Data to Portal AI prior to executing the EU Standard Contractual Clauses linked from the DPA, or in the Portal AI Privacy Policy, when required by law.

Registration Requirements

Registration. During registration and in your ongoing use of our Service, you commit to providing and maintaining accurate, current, and complete information. You are responsible for the truthfulness, accuracy, and legality of the information you supply to us, ensuring it adheres to these terms and applicable laws.

Minimum Age. You affirm that you are at least 18 years of age. Our Service is designed for adult users and is not targeted towards individuals below 18. By using our Service, you represent that it will not be made available to underage individuals.

User Responsibility. You hold responsibility for all activity associated with your account, including actions by users given access under your main account. For the purposes of these terms and Portal policies such users are included in the definition of “you,” “your,” and similar concepts. Sharing of login details or transferring account access in any form is prohibited, including by selling, leasing, or sublicensing your account. Should unauthorized access to your account or the Service occur, you must immediately notify Portal AI.

Legal Capacity. By entering these Terms, both parties affirm their legal capacity, including the age and authority, to do so. This includes individuals acting on behalf of an entity, who must have the proper authority to bind the entity to these Terms, and who are so binding the entity by agreeing to these Terms. All references to “you” and “your” in the Terms refer to that entity, its users, employees, and agents, if any.

Using Our Service

License Grant. Portal AI grants you a non-exclusive, non-transferable, and revocable right to use our Service during the Term. This includes access to our software, tools, documentation, and websites, all subject to the terms of these Terms.

Intellectual Property Ownership. Portal AI holds all rights, title, and interest in and to the Service. We grant you use rights only as expressly provided in these Terms. No additional rights are granted, either express or implied.

Feedback. Any feedback you offer about our Service grants Portal AI a perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use, reproduce, incorporate, distribute, and otherwise exploit the Feedback in any manner, without obligation or compensation to you.

Usage Limits and Monitoring. Portal AI may set usage limits to maintain service quality and monitor compliance. Overuse or misuse may trigger service restrictions, including suspension or termination. We may operate, protect, and improve our Service through human review of Service Data.

Open Source Software. Service may include software under open source licenses, which prevail over these Terms only to the extent of any conflict.

Output Restrictions. Access to Output may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

Communication and Opt-Out. We will send updates and important information about your use of our Service. You can opt out of certain communications via your settings or other means we may provide.

Non-Exclusive Service. These Terms are non-exclusive and do not limit Portal AI from offering competing services or providing the Service to your competitors.

Compliance and Monitoring. We monitor your use of our Service to maintain and improve our Service and monitor compliance with these Terms.

Support and Modifications. Portal AI provides support as per our standard practices and may modify or discontinue service features without liability, aiming to inform you where possible.

Acceptable Use. The use of our Service must comply with all relevant laws of the United States and other jurisdictions as applicable as well as Portal AI’s Policies.

Free Trial

Trial Period and Term. Eligibility for a free trial is at Portal AI’s sole discretion.The duration of the free trial is defined at the start of your trial and can be changed at our discretion without notice. If you choose to continue beyond the trial, you will need to select a subscription plan to enroll in a new Subscription Period.

Access and Usage Limits. The free trial grants you temporary access to certain Portal AI features and services. We’ll inform you of any access and usage limits when you begin your trial. Exceeding these limits could lead to reduced functionality or early termination of the trial.

Trial Modification or Cancellation. We reserve the right to change, cancel, or end the free trial anytime without prior notice. Changes may include adjustments to the trial’s terms, the Service offered, or ending the trial offer.

Customer Support. The extent of support provided during the free trial is at our discretion and may differ from that available to paid subscribers.

Privacy Policy And User Data

Definitions. “Service Data” refers to the information and data you provide to Portal AI or that we collect about you and your use of our Service. “Input” is the content you provide in conversations and data about your users obtained from you or third party services, including platforms you link to your account. “Output” is information provided to you by the Service in response to your Input. Collectively, Input and Output are “Customer Data.” Customer Data that you share with us that is Personal Data is “Customer Personal Data”. “Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable data privacy laws. “Business Data” is all Service Data that is not Customer Data, including account and registration data, data regarding your purchase of and interactions with our Service, and data about our customer support interactions with you. “Business Personal Data” is Business Data that is Personal Data.

Data Ownership and Processing. As between you and Portal AI, subject to applicable laws and your license to us, you retain all rights and ownership in, and we assign to you any rights we may have in, the Customer Data.

You instruct us in the processing of Customer Personal Data to perform our Service as described in these Terms and the DPA.

Your License to Us. Subject to applicable law and the DPA, you grant Portal AI, our Affiliates, and our agents a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to host, copy, use, transform, transmit, and display Customer Data for the purposes of providing, operating, developing, promoting, updating, and improving our Service.

Your license further enables Portal AI to de-identify, anonymize, or aggregate Customer Data provided that such aggregated Customer Data cannot identify you or any other person either by itself or in combination with other data.

Responsibility for Service Data. You are responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Service Data you provide to us directly or through Third Party Services and warrant that you possess all necessary rights, licenses, and permissions to use such Service Data, including Output which may be subject to third-party intellectual property rights. You are responsible for utilizing the Output in a manner appropriate for your needs, including conducting human review where necessary. You acknowledge that due to the inherent nature of artificial intelligence and the Service provided by Portal AI, the Output you receive may not be unique, and other users may receive similar or identical content.

Privacy Policy. Learn more about how we use Business Data in our Privacy Policy.

Confidentiality

Definition of Confidential Information. For the purposes of these Terms, “Confidential Information” refers to any information disclosed by one party (the “Discloser”) to the other party (the “Recipient”), whether orally or in writing, that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential. This includes, but is not limited to Service Data and the Service.

Use and Nondisclosure. The Recipient agrees to:

Use the Discloser’s Confidential Information solely for the purpose of exercising rights and fulfilling obligations under these Terms;
Take reasonable measures, no less stringent than those taken to protect its own confidential information, to protect the confidentiality of the Discloser’s Confidential Information; and
Not disclose the Confidential Information to any third-party, except as expressly permitted by these Terms.

The Recipient may disclose Confidential Information to its employees, contractors, and agents who need to know such information for the purpose of these Terms and who are bound by confidentiality obligations at least as restrictive as those specified herein. The Recipient is responsible for any breach of confidentiality by these individuals.

Disclosure of Confidential Information is permitted to the extent the Recipient reasonably believes it is required by law, provided the Recipient makes reasonable efforts to give the Discloser advance notice to seek a protective order or otherwise contest the disclosure.

Exceptions. The obligations of confidentiality do not apply to information that:

Is or becomes publicly known through no fault of the Recipient;
Was in possession of the Recipient prior to disclosure by the Discloser without breach of any obligation of confidentiality;
Is received from a third-party without breach of any obligation of confidentiality; or
Is independently developed by the Recipient without use of the Discloser’s Confidential Information.

Information Security Program. Portal AI is committed to maintaining a robust information security program designed to:

Protect the Service and Service Data against accidental or unlawful loss, access, or disclosure
Identify reasonably foreseeable internal and external risks to security and unauthorized access; and
Minimize security risks through regular risk assessments, testing, and the implementation of effective security measures.

Security Measures. As an integral part of our information security program, Portal AI will:

Implement and strictly enforce policies related to the electronic, network, and physical security of data storage, transfer, and access;
Deploy production infrastructure behind virtual private networks wherever feasible to enhance security;
Mandate multi-factor authentication for all employees to ensure secure access control;
Configure network security, firewalls, accounts, and resources based on the principle of least privilege, limiting access only to those necessary;
Maintain comprehensive logging and incident response processes to swiftly address and mitigate any security incidents:
Develop and regularly update corrective action plans to respond to identified security threats; and
Conduct periodic security reviews to evaluate the effectiveness of our information security program and make improvements aligned with industry best practices.

Data Access and Deletion. Upon the termination or expiration of these Terms, Portal AI will, upon request, make available to you your data for export or download. After a 30-day period post-termination, Portal AI will have no obligation to maintain or provide any Customer Data and will delete or destroy all copies of Customer Data consistent with our retention policies and applicable law.

Payment and Taxes

Payment Obligations. You agree to pay all fees associated with your account as outlined on our website, or as otherwise provided by us (“Fees”). Price changes for legal reasons or price reductions become effective immediately. All other price adjustments become effective when your subscription renews. Portal AI reserves the right to correct any pricing errors or mistakes, even after a payment has been received.

You are required to provide Portal AI with valid and updated payment information. You authorize Portal AI and our third-party payment processors to charge the payment method on file on a recurring basis for the initial and any subsequent Subscription Periods, as defined below, with the understanding that the charge date may be adjusted as needed. Fees are payable in U.S. dollars. Payments made are nonrefundable, except as explicitly provided in these Terms.

Taxes. All Fees are exclusive of applicable taxes, levies, duties, or similar governmental assessments, including but not limited to value-added, sales, use, or withholding taxes accessible by any local, state, national, or foreign jurisdiction (collectively, “Taxes”). Portal AI will charge and collect Taxes as required by law. You are responsible for all Taxes due to your purchase of our Service that are not collected by Portal AI.

Disputes. To dispute a charge, you must contact Portal AI within 30 days of the charge, specifying the nature of the dispute and including any relevant documentation.

Suspension for Non-Payment. You agree that Portal AI may, without limiting our other rights and remedies, suspend or terminate your account on or after the end of your Subscription Period if payment has not been received for the next Subscription Period.

Term and Termination

Term Commencement. The term of these Terms will commence upon the earlier of your online acceptance of these Terms or the date you first use the Service and will remain in effect until terminated pursuant to this Term and Termination Section (“Term”).

Term Expiration. If you purchase a subscription to the Service, the subscription term will automatically renew for successive periods (each period including the first are “Subscription Periods”) unless you cancel your subscription prior its renewal or fail to make a payment for the new Subscription Period. Your subscription will expire at the end of your last paid Subscription Period. These Terms will terminate upon the earlier of the events described in this paragraph or the Termination of your subscription.

Suspension and Termination. Provided that we cannot reasonably be expected to continue the contractual relationship until the end of your current Subscription Period or until the expiry of any legally-required notice period, and taking into account all circumstances of the individual case and after weighing the interests of both parties, we may suspend your access to the Service or terminate these Terms for good cause, including:

If required to do so by law;
To prevent a security risk or other credible risk of harm or liability to us, the Service, or any third-party; or
For repeated or material violations of these Terms or our other policies.

If the important reason is a violation of an obligation of these Terms, termination is only permissible after the unsuccessful expiration of a granted remedy period or after an unsuccessful warning. However, this does not apply if the party in breach seriously and finally refuses to fulfill its obligations or if, after weighing the interests of both parties, special circumstances justify immediate termination.

If we determine in our sole discretion that it is in our best interests to do so, we may immediately modify or suspend your account, or terminate these Terms at the end of any Subscription Period by not charging you for the next period.

We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue if any prior to suspension or termination

Survival. Termination or expiration will not affect any rights or obligations, which have accrued under these Terms up to the date of termination or expiration. Upon termination or expiration of these Terms, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including the Data Rights and Privacy; Confidentiality; Term and Termination; Representations, Releases, and Disclaimers; Limitations of Liability; Dispute Resolution, and Terms Updates sections.

REPRESENTATIONS, RELEASES, AND DISCLAIMERS

NO WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, OR UNDERTAKINGS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ANY CONTENT PROVIDED THROUGH THE SERVICE, ARE PROVIDED “AS IS,” AND PORTAL AI, ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MOREOVER TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL GUARANTEES, CONDITIONS, REPRESENTATIONS, OR UNDERTAKINGS.

PORTAL AI DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR WILL MEET YOUR REQUIREMENTS. THE ENTIRETY OF THE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU.

Some jurisdictions do not allow the exclusion of certain warranties or conditions, so the above exclusions may not apply to you. In such jurisdictions, the liability of Portal AI, its affiliates, suppliers, and distributors will be limited to the maximum extent permitted by law.

Experimental Technology. You acknowledge that the Service may incorporate experimental technology and, as such, may sometimes provide inaccurate, incomplete, or offensive content. Portal AI does not endorse any content provided through the Service as being accurate, complete, or appropriate and disclaims any liability for reliance on such content, and you use such content at your own risk.

No Professional Service. The Service is not intended to provide medical, legal, financial, or any other form of professional advice. You should not rely on the Service for such advice, and any content obtained through the Service is for informational purposes only. Consult with a qualified professional for advice tailored to your situation.

Indemnification

Indemnity Obligation. You agree to defend, indemnify, and hold harmless Portal AI, its affiliates, directors, officers, employees, agents, and users (collectively, “Indemnified Parties”) from and against all liabilities, damages, losses, costs, fees (including reasonable attorneys’ fees), and expenses relating to any claim, demand, suit, or legal proceeding (collectively, “Claims”) to the extent arising out of or related to your misuse of the Service, violation of these Terms, or Input you provide.

If applicable law prohibits the indemnification obligations as set forth in this section, this indemnification provision shall be modified to the extent necessary to comply with the law, while maintaining the broadest protection for the Indemnified Parties permitted under such law.

Indemnification procedures. Portal will promptly provide you with written notice of a Claim, if we become aware of such Claim. We will reasonably cooperate with you, at your expense, in the defense and investigation of the Claim, including by preserving relevant information and providing you with access to the applicable Customer Content. You will have sole control over the defense and settlement of the Claim; however, Portal AI reserves the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing.

You may not settle or compromise any Claim in a manner that admits liability or fault on the part of the Indemnified Parties, impairs any rights of Portal AI, or imposes any obligations on Portal AI without our prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, you may enter into a settlement that fully resolves the Claim without the requirement for Portal AI’s consent, provided that such settlement does not impose any liability on, require any admission by, or otherwise adversely affect any Indemnified Parties.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PORTAL AI, ALONG WITH ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND USERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA, OR FINANCIAL LOSSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE, OR THESE TERMS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

IN ALL CASES, PORTAL AI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND USERS WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR EXPENSE THAT IS NOT REASONABLY FORESEEABLE.

THE LIMITATIONS ON LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO LIABILITY RESULTING FROM PORTAL AI’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

THE TOTAL LIABILITY OF PORTAL AI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND USERS FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE, OR THESE TERMS IS LIMITED TO THE AMOUNT YOU PAID TO PORTAL AI TO USE THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

BY USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY ARE REASONABLE AND NECESSARY TO ENABLE PORTAL AI TO PROVIDE THE SERVICE TO YOU AND THAT THEY WILL APPLY TO ALL CLAIMS OF LIABILITY, REGARDLESS OF WHETHER THEY ARISE FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

Trade Controls

You are required to comply with all applicable trade laws, sanctions, and export control laws. By using the Service provided by Portal AI, you represent and warrant that you are not named on any U.S. government denied-party list or any other government list that prohibits or restricts dealings under applicable trade laws. Our Service may not be used, exported, or re-exported directly or indirectly in or into any country or territory that is subject to U.S. government embargoes or sanctions or to any individual or entity identified as prohibited or restricted under applicable trade laws.

You may not use the Service for any purposes prohibited by applicable trade laws, including but not limited to the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. Additionally, your Input must not contain material or information that requires a government license to be released, exported, or re-exported.

Dispute Resolution

YOU AGREE TO THE FOLLOWING CLASS ACTION WAIVER AND MANDATORY INDIVIDUAL ARBITRATION PROVISION WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

Agreement to Arbitrate. You and Portal AI agree that any disputes arising out of or related to these Terms or the Service provided by Portal AI, irrespective of when the claim arose, will be resolved through final and binding arbitration, excluding any claims that under the law are not subject to arbitration.

Informal Dispute Resolution. Before initiating formal legal action or arbitration, both parties agree to attempt to resolve any disputes informally. You can initiate this process by sending Portal AI notice and Portal AI will reach out to you via the email address associated with your account. If the dispute cannot be resolved informally within 60 days, either party may proceed to arbitration. During this period, any applicable statute of limitations will be tolled.

Arbitration Process. Arbitration will be conducted through National Arbitration and Mediation (NAM) or an alternative dispute resolution provider if NAM is unavailable. The initiating party is responsible for all filing fees. Other administrative and arbitrator costs will be governed by the arbitration provider’s rules. Arbitration may take place via telephone, written submissions, video conference, or in person in San Francisco, California, or another mutually agreed location, and will be conducted by a sole arbitrator.

Exclusions from Arbitration. these Terms do not require arbitration for:

Individual claims within the jurisdiction of small claims court;
Claims relating to the enforcement or infringement of your or our intellectual property rights (such as copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents); or
Claims relating to efforts to interfere with our Service or engage with our Service in unauthorized ways.

Restrictions on Arbitration. Disputes must be brought on an individual basis. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted.

Severability and Enforceability. If any part of this Dispute Resolution section is found to be illegal or unenforceable, the remainder will remain in effect. If a finding of partial illegality or unenforceability would allow class or representative arbitration, then this entire section will be unenforceable.

Right to Seek Public Injunctive Relief. Nothing in this section limits the right to seek public injunctive relief or any other non-waivable right pending a decision on the substance of that claim by the arbitrator.

Non-Arbitrable Claims. Any claim not subject to arbitration under these Terms or applicable law will be resolved exclusively in the United States District Court for the Northern District of California or a state court located in San Francisco County in California, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or cause of action, and the laws of the State of California will govern any such claim or cause of action without regard to conflict of law provisions.

Terms Updates

Right to Update. Portal AI reserves the right to update or modify these Terms or any policies related to the Service at any time. Updates will be communicated to you by reasonable means, including by posting the updated version on our website.

Notice and Effective Date. Should an update materially affect your rights or obligations, Portal AI commits to providing at least 30 days’ notice before such updates take effect, except in cases where an update is necessary to comply with applicable law. In such instances, we will provide as much notice as is reasonably possible.

Updates that do not materially impact your rights or obligations will become effective on the date they are posted on our website or as otherwise communicated. It is your responsibility to review the updated Terms and any related policies to stay informed of any change.

Miscellaneous

Language of the Terms. Both parties agree that the contractual language is English. If translations of these Terms are provided, they are offered solely for your convenience, and the English version will govern our relationship.

Headings for Convenience. Headings within these Terms are for convenience only and do not affect the interpretation of the Terms.

Notices. All notices under these Terms must be in writing. Notices will be sent to the email address or registration information associated with your account and will be considered delivered on the date received if by email, or seven days after the date sent by post or courier. Portal AI accepts notices and service of process at: Portal AI Inc., 440 N Barranca Ave, Ste 7404, Covina, CA 91723.

Independent Contractors. For all purposes under these Terms, both you and Portal AI shall act as independent contractors. Neither party is authorized to bind the other to any contract.

No Third-Party Beneficiaries. These Terms do not create any intended third-party beneficiaries. It is the specific intent of both you and Portal AI that no provision of these Terms shall give rise to any third-party right or cause of action, contractual or otherwise.

Commercial Computer Software. The Service provided by Portal AI was developed entirely at private expense and is deemed to be commercial computer software and related documentation, as defined within the applicable U.S. Federal Acquisition Regulation and any applicable agency supplements.

Force Majeure. Neither party shall be liable for any failure or delay in performance due to conditions beyond their reasonable control, including but not limited to governmental actions, acts of terrorism, natural disasters, labor conditions, or power failures.

Waiver. Failure by Portal AI to enforce any provision of these Terms does not constitute a waiver of its rights under that provision or any other provision of these Terms.

Assignment. Portal AI may assign these Terms to an affiliate, successor, or new owner at any time without notice or your consent, and we may transfer Service Data to any of our affiliates, successor entities, or new owners upon assignment. In the event of an assignment, these Terms will continue to govern your relationship with the assignee. If you do not agree to such an assignment, you must stop using our Service by deleting your account after having been notified of the assignment.

Severability. If any provision of these Terms is found to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force, effect, and enforceable.

Entire Agreement. These Terms constitute the entire agreement between you and Portal AI regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, or communications, whether written or oral.