Last updated: June 15, 2024
These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Merchant," "you," or "your") and Portal Puff Inc., a Delaware corporation ("PortalPuff," "we," "us," or "our"). These Terms govern your access to and use of the PortalPuff website located at portalpuff.com (the "Site") and all related software, products, tools, and services we provide (collectively, the "Services").
By accessing the Site, creating an account, subscribing to any Service, or otherwise using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional agreements or policies referenced herein. If you do not agree to these Terms, you must not access or use the Services.
These Terms apply to all visitors, users, merchants, and any other individuals or entities who access or use the Services. In the event of any conflict between these Terms and a separate service agreement executed between you and PortalPuff upon account or product activation, the provisions of that separate service agreement shall control to the extent of the conflict.
For the purposes of these Terms, the following definitions apply:
3.1 Age Requirement. You must be at least twenty-one (21) years of age to create an Account, subscribe to, or use the Services. By creating an Account or using the Services, you represent and warrant that you are at least 21 years old. The Site may be accessed by individuals for informational purposes (such as browsing content, reading blog posts, or viewing pricing), but creating an Account, purchasing products, or otherwise using the Services requires that you meet this age requirement. If we learn or have reason to believe that an Account holder or Service user is under the age of 21, we will promptly terminate their access and delete any associated data.
3.2 Business Authority. If you are using the Services on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. The business entity on whose behalf these Terms are accepted shall be responsible for compliance with these Terms.
3.3 Licenses and Permits. You represent and warrant that your business holds all valid and current licenses, permits, and authorizations required to operate and sell the products you offer, as required by all applicable federal, state, and local laws and regulations. This includes, without limitation, tobacco retail licenses, smoke shop permits, business licenses, sales tax permits, and any other industry-specific licenses or permits required in each jurisdiction where you operate. You agree to maintain all such licenses and permits in good standing for the duration of your use of the Services and to promptly notify PortalPuff if any license or permit is revoked, suspended, expired, or otherwise no longer in effect. PortalPuff reserves the right to request proof of valid licensure at any time and to suspend or terminate your Account if you fail to provide satisfactory documentation or if your licenses or permits lapse.
PortalPuff provides a suite of software-as-a-service tools designed for independent smoke shop merchants, including but not limited to:
We reserve the right to modify, update, suspend, or discontinue any part of the Services, or to introduce new Services, at any time. We will use commercially reasonable efforts to provide advance notice of material changes that significantly affect your use of the Services.
5.1 Account Creation. To access certain features of the Services, you must create an Account. You agree to provide accurate, current, and complete information during registration and to keep your Account information updated at all times.
5.2 Account Security. You are solely responsible for maintaining the confidentiality and security of your Account credentials, including usernames, passwords, and any authentication tokens. You must not share your credentials with any unauthorized third party.
5.3 Sub-Users. You may authorize employees, contractors, or other individuals ("Sub-Users") to access and use the Services through your Account. You are fully responsible for all actions taken by Sub-Users under your Account, whether or not such actions were authorized by you. You agree to ensure that all Sub-Users comply with these Terms.
5.4 Account Responsibility. You accept full responsibility for all activity that occurs in, through, or from your Account. This includes all orders, communications, content uploads, data modifications, and any other actions performed by you or any person who accesses your Account, regardless of whether such access was authorized. You must notify PortalPuff immediately at support@portalpuff.com if you become aware of any unauthorized use of your Account or any other breach of security.
6.1 Fee Structure. The Services are offered on a paid subscription basis. By subscribing to any Service, you agree to pay all applicable fees as described on our pricing page and in any applicable service agreement. Fees charged by PortalPuff may include Licensing Fees, Technology Fees, and Transactional Fees (such as delivery fees, payment processing fees, and service fees). All fees are clearly disclosed prior to your subscription or use of the applicable Service.
6.2 Nature of Fees. All fees charged by PortalPuff are for the licensing of software, the provision of technology services, and the facilitation of transactions through the Platform. PortalPuff does not earn, collect, or receive commissions, revenue sharing, percentage-based compensation, or any form of proceeds derived from the sale of products listed or sold by Merchants through the Services. PortalPuff is a technology provider and does not participate in, facilitate, broker, or take a share of Merchant product sales revenue. Transactional Fees charged by PortalPuff are charges for specific technology and logistics services rendered, and are wholly independent of and unrelated to the price, markup, or revenue generated from any product sold by the Merchant. Nothing in these Terms or in any fee, charge, or payment structure shall be construed to create, imply, or establish any form of commission, revenue-sharing, profit-sharing, or similar financial arrangement between PortalPuff and any Merchant with respect to the sale of any product.
6.3 Billing. Fees are billed on a recurring basis (monthly or annually, depending on your selected plan). You authorize PortalPuff and its payment processor(s) to charge your designated payment method for all applicable fees on each billing cycle. You are responsible for keeping your payment information current and valid.
6.4 Price Changes. PortalPuff reserves the right to change its pricing at any time. We will provide at least thirty (30) days' advance notice of any price increase. Your continued use of the Services after the effective date of a price change constitutes your acceptance of the new pricing. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.
6.5 Non-Payment and Grace Period. If your payment method is declined or you otherwise fail to pay any fees when due, PortalPuff will notify you and provide a reasonable grace period during which you may update your payment information and remit payment. If payment is not received within the grace period, PortalPuff reserves the right to suspend, restrict, or terminate your access to some or all of the Services, and to cancel or revoke any active subscriptions or products associated with your Account. PortalPuff shall not be liable for any loss, damage, or disruption resulting from service suspension or termination due to non-payment.
6.6 No Refunds. All fees paid to PortalPuff are non-refundable. This includes, without limitation, Licensing Fees, Technology Fees, Transactional Fees, one-time setup fees, and any other charges. No refunds will be issued for partial billing periods, unused Services, early cancellation, service downtime, or for any other reason, except as may be required by applicable law.
7.1 Merchant Content Ownership. You retain ownership of all Merchant Content that you upload, submit, or make available through the Services. By submitting Merchant Content, you grant PortalPuff a non-exclusive, worldwide, royalty-free, sublicensable license to use, display, reproduce, distribute, and process your Merchant Content solely for the purposes of providing, maintaining, and improving the Services.
7.2 Content Responsibility. You are solely responsible for all Merchant Content, including all product listings, images, descriptions, pricing, and any other information you make available through the Services. You represent and warrant that your Merchant Content: (a) is accurate, complete, and not misleading; (b) does not infringe upon or violate any third-party intellectual property rights, privacy rights, or other rights; and (c) complies with all applicable federal, state, and local laws and regulations.
7.3 Product Compliance. You are solely and exclusively responsible for ensuring that all products you list, advertise, offer for sale, or sell through the Services comply with all applicable federal, state, and local laws and regulations. This includes, without limitation, laws and regulations governing the sale, distribution, marketing, labeling, packaging, and age verification of tobacco products, vaping products, smoking accessories, and any other products you offer. PortalPuff does not verify, approve, endorse, or assume any responsibility for the legality, safety, quality, or regulatory compliance of any products listed or sold by Merchants.
7.4 Prepopulated Content. The Platform may provide Prepopulated Content, including product names, images, and descriptions, within its product database to assist Merchants with listing products. Prepopulated Content is provided for convenience only and may originate from various sources. PortalPuff does not represent or warrant the accuracy, completeness, or legality of Prepopulated Content. You are solely responsible for reviewing, verifying, and ensuring that any Prepopulated Content you use in your product listings complies with all applicable laws and regulations and accurately represents the products you sell. Your use of Prepopulated Content does not transfer any intellectual property rights to you.
7.5 Content Removal. PortalPuff reserves the right, but is not obligated, to review, monitor, or remove any Merchant Content at any time, for any reason, including but not limited to content that we reasonably believe violates these Terms, applicable law, or any third-party rights, or that may expose PortalPuff to liability. We may also remove content in response to valid legal requests, takedown notices, or regulatory inquiries.
8.1 Online Ordering Platform. The Online Ordering Service enables Merchants to receive and fulfill pickup and delivery orders from End Consumers. Merchants are responsible for the accuracy of their product listings, pricing, availability, inventory management, and order fulfillment for pickup orders.
8.2 Third-Party Delivery. Delivery services for orders placed through the Online Ordering platform are provided by third-party delivery service providers ("Delivery Partners"). PortalPuff contracts with and engages Delivery Partners on behalf of Merchants and is responsible for delivery-related fees owed to such Delivery Partners. PortalPuff does not itself perform delivery services.
8.3 Delivery Issues. In the event of a delivery issue, including but not limited to incorrect items, damaged products, missing orders, late deliveries, or age verification failures, PortalPuff, the Merchant, and the End Consumer will work together in good faith to investigate the matter and reach a fair resolution on a case-by-case basis. PortalPuff does not guarantee any specific outcome or resolution and is not solely responsible for errors, omissions, or failures that occur during the delivery process.
8.4 Age Verification. Merchants are responsible for ensuring that age-restricted products are only sold to individuals who meet the applicable minimum age requirements under federal, state, and local law, including verifying End Consumer identification through the Services prior to confirming orders. For delivery orders, third-party Delivery Partners are equipped with ID scanning technology and are required to scan or otherwise verify the End Consumer's government-issued identification and confirm that the End Consumer meets the applicable minimum age requirement before completing the delivery. Delivery Partners are not permitted to complete a delivery if age verification fails; in such cases, Delivery Partners are instructed to return the order to the Merchant's store. PortalPuff facilitates this age verification process through its Delivery Partner agreements but does not guarantee that Delivery Partners will comply with verification procedures in every instance.
9.1 Merchant Responsibility. If you use the Ten Star Loyalty Service or any other Service feature that enables SMS, MMS, or other electronic communications to End Consumers, you are solely and exclusively responsible for compliance with all applicable federal, state, and local laws and regulations governing such communications. This includes, without limitation, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, applicable state telemarketing laws, and all regulations and guidelines related to application-to-person (A2P) messaging, including SHAFT (sex, hate, alcohol, firearms, tobacco) content restrictions and carrier compliance requirements.
9.2 Consent. You are responsible for obtaining, documenting, and maintaining all required consents from End Consumers before sending any SMS, MMS, or other electronic communications through the Services. You must provide clear opt-in and opt-out mechanisms and promptly honor all opt-out requests in accordance with applicable law.
9.3 Message Content. You are solely responsible for the content of all messages sent through the Services. You must ensure that all messages comply with applicable laws, carrier policies, and industry standards. PortalPuff reserves the right to suspend or terminate your messaging capabilities if we reasonably believe that your messages violate applicable law, carrier policies, or these Terms.
10.1 Program Terms. The Rewards Service enables Merchants to offer ambassador and referral programs to End Consumers. Participation in the Rewards program is subject to these Terms and any additional program guidelines published by PortalPuff.
10.2 Fraud Prevention. PortalPuff reserves the right to withhold, deny, suspend, or reclaim any reward payments, referral credits, ambassador payouts, or other incentives if PortalPuff reasonably suspects fraud, abuse, manipulation, misuse, or any violation of these Terms or applicable law. This includes, without limitation, the creation of fake accounts, self-referrals, automated or bot-generated activity, and any other conduct designed to artificially inflate rewards or referral activity.
10.3 Modification and Termination. PortalPuff reserves the right to modify, suspend, or terminate the Rewards program, or to change reward amounts, payout structures, eligibility criteria, or program rules at any time, with or without notice.
11.1 Dual Role. Depending on the specific Service and the nature of the data processing activity, PortalPuff may act as an independent data controller or as a data processor on behalf of the Merchant. When PortalPuff processes End Consumer personal data solely to provide the Services on behalf of a Merchant (such as processing delivery orders or managing loyalty program membership), PortalPuff acts as a data processor. When PortalPuff processes data for its own business purposes (such as improving the Platform, fraud prevention, or compliance), PortalPuff acts as an independent data controller.
11.2 End Consumer Data. In the course of providing the Services, PortalPuff may collect, store, and process End Consumer personal data, including but not limited to names, delivery addresses, phone numbers, email addresses, dates of birth, and government-issued identification images. This data is collected and processed as necessary to provide the Services, including order fulfillment, age verification, account management, and compliance with applicable laws.
11.3 Age Verification Data. Government-issued identification images collected for age verification purposes are stored for as long as the End Consumer's account remains active, as such identification is required for Merchants to verify and confirm orders for age-restricted products. Merchants may access End Consumer identification images through the Services as necessary to review and verify orders for age-restricted products. End Consumers may request deletion of their account, at which point PortalPuff will delete all personal information associated with that account in a timely manner, subject to any legal retention requirements.
11.4 Data Processing Obligations. When PortalPuff acts as a data processor on behalf of a Merchant, PortalPuff will: (a) process End Consumer personal data only as necessary to provide the Services and in accordance with these Terms and applicable law; (b) implement appropriate technical and organizational security measures to protect End Consumer personal data; (c) not sell End Consumer personal data to third parties; (d) assist the Merchant, to the extent commercially reasonable, in responding to End Consumer data rights requests; and (e) upon termination of Services and after any applicable retention period, delete or return End Consumer personal data as required by applicable law.
11.5 Merchant Data Obligations. To the extent that you, as a Merchant, are considered a data controller under applicable law, you are responsible for: (a) ensuring that you have a lawful basis for the collection and processing of End Consumer personal data; (b) providing required privacy notices and disclosures to End Consumers; (c) honoring End Consumer data rights requests; and (d) complying with all applicable privacy and data protection laws and regulations.
11.6 Data Retention After Termination. Following termination of your Account, PortalPuff will retain your Account data and any associated End Consumer data for a reasonable period as necessary for legitimate business operations, legal compliance, dispute resolution, and enforcement of these Terms. After such retention period, data will be securely deleted or anonymized.
12.1 PortalPuff IP. The Platform, Site, and Services, including all software, code, algorithms, databases, user interfaces, designs, text, graphics, logos, icons, images, trademarks, trade names, and other content and materials created by or on behalf of PortalPuff (collectively, "PortalPuff IP"), are owned by or licensed to PortalPuff and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in PortalPuff IP except for the limited right to use the Services as expressly permitted under these Terms.
12.2 Limited License. Subject to your compliance with these Terms and payment of all applicable fees, PortalPuff grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.
12.3 Restrictions. You may not: (a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or PortalPuff IP; (b) sublicense, lease, rent, sell, distribute, or otherwise transfer your rights to the Services; (c) remove, alter, or obscure any copyright, trademark, or other proprietary notices; (d) use PortalPuff's name, trademarks, or logos without our prior written consent; or (e) use the Services for any purpose other than as expressly permitted in these Terms.
You agree not to use the Services to:
PortalPuff reserves the right to investigate and take appropriate action against any suspected violations of this section, including suspension or termination of your Account and reporting to law enforcement authorities.
The Services may integrate with, depend upon, or contain links to third-party services, including but not limited to delivery service providers, payment processors, SMS and communications platforms, hosting providers, and analytics services. These third-party services are governed by their own terms, conditions, and privacy policies. PortalPuff is not responsible for the availability, accuracy, content, policies, or practices of any third-party services. Your use of third-party services is at your own risk, and PortalPuff shall have no liability arising from or related to your use of any third-party service.
PortalPuff does not guarantee any specific level of uptime, availability, or performance for the Services. The Services may experience downtime due to outages from third-party service providers, software updates, platform maintenance, system upgrades, security patches, or other operational reasons. PortalPuff will use commercially reasonable efforts to notify Merchants in advance of planned maintenance and to minimize disruption. However, PortalPuff shall not be liable for any loss, damage, or inconvenience resulting from any downtime, interruption, or degradation of the Services, whether planned or unplanned.
THE SERVICES, THE SITE, AND ALL CONTENT, FEATURES, FUNCTIONALITY, AND MATERIALS PROVIDED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PORTALPUFF EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, PORTALPUFF DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR NETWORK CONFIGURATION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PORTALPUFF, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR USE, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PORTALPUFF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PORTALPUFF'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO PORTALPUFF DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF A REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to indemnify, defend, and hold harmless PortalPuff, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
PortalPuff reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with PortalPuff in asserting any available defenses.
19.1 Termination by Merchant. You may cancel your subscription to any or all Services at any time. Upon cancellation, you will not be charged on the next billing cycle. Your access to the cancelled Services will remain available until the end of the current billing period for which you have already paid. No refunds will be issued for the current or any prior billing period.
19.2 Termination by PortalPuff. PortalPuff may suspend or terminate your Account or access to any or all of the Services at any time, with or without cause, including but not limited to situations where: (a) you breach these Terms; (b) you fail to pay applicable fees after the grace period; (c) your business licenses or permits lapse or are revoked; (d) we reasonably believe your use of the Services poses a legal or reputational risk to PortalPuff; or (e) we are required to do so by law, regulation, or legal process. Where PortalPuff terminates your Account without cause, your access to the Services will remain available until the end of the current billing period for which you have already paid. Where PortalPuff terminates your Account for cause (including breach of these Terms, non-payment, or regulatory non-compliance), termination may be effective immediately upon notice.
19.3 Effect of Termination. Upon termination: (a) your right to access and use the Services will immediately cease (or at the end of the current billing period, as applicable); (b) you remain liable for all fees incurred prior to termination; (c) all licenses granted to you under these Terms will immediately terminate; and (d) PortalPuff will retain your data in accordance with Section 11.6 of these Terms.
19.4 Survival. The following provisions shall survive any termination or expiration of these Terms: Sections 2 (Definitions), 6.6 (No Refunds), 7.1 (Merchant Content Ownership), 11 (Data Processing and End Consumer Data), 12 (Intellectual Property), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 19.3 (Effect of Termination), 19.4 (Survival), 20 (Dispute Resolution and Arbitration), 21 (Governing Law), and 25 (Contact Information).
20.1 Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the relationship between you and PortalPuff, including the validity, interpretation, breach, enforcement, or termination thereof (collectively, "Disputes"), shall be resolved exclusively through final and binding arbitration, rather than in court. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and Mediation Procedures then in effect. The arbitrator shall have exclusive authority to resolve all Disputes, including any claim that all or any part of these Terms is void or voidable.
20.2 Arbitration Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA's rules. The arbitration shall take place in the State of Delaware, or at another mutually agreed location, or remotely via video conference if agreed upon by both parties. The arbitrator shall apply the substantive law of the State of Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
20.3 Class Action Waiver. YOU AND PORTALPUFF AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO CONSOLIDATE OR JOIN THE CLAIMS OF MULTIPLE PARTIES OR TO CONDUCT ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN THAT CLAIM OR REQUEST FOR RELIEF SHALL BE SEVERED AND PROCEEDED WITH IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE RATHER THAN IN ARBITRATION.
20.4 Costs. Each party shall bear its own attorneys' fees and costs in connection with the arbitration, except that the arbitrator may award reasonable attorneys' fees and costs to the prevailing party if authorized by applicable law or these Terms. Filing fees and arbitrator compensation shall be governed by the AAA's rules and fee schedules.
20.5 Opt-Out. You may opt out of this arbitration agreement by sending written notice to support@portalpuff.com within thirty (30) days of your first acceptance of these Terms. The opt-out notice must include your name, business name, Account email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, Disputes will be resolved in the state or federal courts located in the State of Delaware.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. To the extent that any Dispute is not subject to arbitration under Section 20, such Dispute shall be brought exclusively in the state or federal courts located in the State of Delaware, and you irrevocably consent to the personal jurisdiction and venue of such courts.
PortalPuff shall not be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by events beyond PortalPuff's reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, fire, flood, earthquake, hurricane, or other severe weather events; war, terrorism, civil unrest, or armed conflict; government actions, sanctions, embargoes, or regulatory changes; labor disputes or strikes; failure or disruption of third-party services, including internet service providers, hosting providers, delivery partners, and payment processors; power outages or utility failures; cyberattacks, distributed denial-of-service attacks, or other security incidents; or any other event or circumstance beyond PortalPuff's reasonable control (each, a "Force Majeure Event"). During any Force Majeure Event, PortalPuff's obligations under these Terms shall be suspended for the duration of the event, and PortalPuff will use commercially reasonable efforts to resume performance as soon as practicable.
PortalPuff reserves the right to modify, amend, or update these Terms at any time. When we make material changes, we will: (a) update the "Last updated" date at the top of this page; (b) post the revised Terms on the Site; and (c) use commercially reasonable efforts to provide notice to active Merchants, such as by email or through in-platform notification. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree with the revised Terms, you must discontinue your use of the Services and cancel your subscription.
24.1 Entire Agreement. These Terms, together with the Privacy Policy and any separate service agreement executed between you and PortalPuff, constitute the entire agreement between you and PortalPuff regarding the subject matter hereof and supersede all prior or contemporaneous communications, proposals, understandings, and agreements, whether written or oral.
24.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitrator, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.
24.3 Waiver. The failure of PortalPuff to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by PortalPuff.
24.4 Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without PortalPuff's prior written consent. PortalPuff may assign these Terms, in whole or in part, without restriction. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
24.5 Notices. All notices required or permitted under these Terms shall be sent to PortalPuff at support@portalpuff.com. Notices to you will be sent to the email address associated with your Account. Notices are deemed received when sent by email, provided no delivery failure notification is received.
24.6 Independent Contractors. The relationship between you and PortalPuff is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
24.7 Headings. The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
If you have any questions, concerns, or requests regarding these Terms, please contact us:
Portal Puff Inc.
A Delaware Corporation