Terms of Use

Last updated on November 30th, 2014

Welcome to the Portal Instruments, Inc. website. The following terms and conditions (“Terms of Use”) govern access to and use of our website located at www.portalinstruments.com (the “Site”) and the services offered by Portal Instruments, Inc. in connection with the Site (“Service”). The Site and the Service are made available by Portal Instruments, Inc. (“us,” “we,” or “Portal Instruments”). Please review these Terms of Use carefully. By accessing or using the Site you (“you” or the “user”) agree to these Terms of Use. If you do not agree to these Terms of Use, you may not access or use the Site or the Service.

PRIVACY POLICY

Portal Instruments respects the privacy of its users. Please refer to Portal Instruments’ Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Site or the Service, you signify your agreement to our Privacy Policy.

ABOUT THE SERVICE; RULES FOR CONDUCT AND USE OF THE SERVICE

You need to be at least 18 years old and a resident of the United States to participate in the Service.

You are solely responsible for your use of and activity in relation to the Site and the Service. Your permission to use the Service and the Site is conditioned upon the following use and conduct restrictions. You agree that you will not under any circumstances:

• submit any content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
• create a false identity or impersonate any person, including without limitation, identities falsely indicating that you are a Portal Instruments official or representative, or another user;
• use the Service for any unlawful purpose or for the promotion of illegal activities;
• distribute or submit unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
• attempt to, or harass, abuse or harm another person or user;
• provide false or inaccurate information to Portal Instruments;
• interfere or attempt to interfere with the proper functioning of the Site or the Service;
• make any automated use of the Site or the Service, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
• copy, modify or distribute rights from the Site or Service or Portal Instruments’ copyrights and trademarks and other proprietary rights;
• submit content or materials that are subject to intellectual property protection, including without limitation, copyright, trademark or patent rights, or otherwise subject to third party proprietary rights, including without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the owner of such rights to submit said content or materials and to grant us all of the license rights necessary to transmit or maintain such content and materials on or through the Site;
• bypass any robot exclusion headers or other measures we take to restrict access to the Site or the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or
• publish, submit or link to malicious content intended to damage or disrupt the browser, computer or systems of Portal Instruments or of any other person or entity.

By submitting content or material to the Site you represent and warrant (A) that you own or otherwise control all of the rights to the content of your submission, including without limitation, all copyrights; (B) that the content is accurate; and (C) that use of the content you supply does not violate these Terms of Use or the Privacy Policy and will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or materials submitted on the Site by you or any third party. WE RESERVE THE RIGHT TO REJECT, DELETE OR TAKE SUCH ACTION AS WE DEEM APPROPRIATE WITH RESPECT TO ANY CONTENT, MATERIAL, OR SUBMISSION THAT WE DETERMINE IN OUR SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR SUBMISSION TO THE SITE OR THE SERVICE.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and the Service, including applicable copyrights, trademarks and other proprietary rights. Names of other products, companies, or other persons or entities, that are mentioned on the Site may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

Notwithstanding the preceding paragraph, any Feedback (as defined below) or similar information you provide to Portal Instruments will become the property of Portal Instruments, and you hereby assign all rights in such Feedback and similar information to Portal Instruments and agree that we may use that information for our business purposes, including, without limitation, continuing to improve the Services and the Site. For purposes of these Terms of Use, “Feedback” means: (i) feedback and suggestions regarding the Site, the Service, and our products and user experience, (ii) feedback and suggestions on the functionality of the Site, the Service, and our products and user experience, and (iii) feedback, suggestions, or comments on features or additional products or services that you believe Portal Instruments should consider adding to the Site or the Service or otherwise offering or developing.

In addition, you hereby consent to the use and disclosure of your name, and other personal identifying information you provide to us, in connection with our display, publication, or other use of any Feedback that you submit to us. Please be aware that the Site and the Service, and any other promotional materials that we may distribute from time to time, may become publicly available, and that other persons or entities may see, use, or otherwise republish or redistribute any Feedback that you provide to us and we make publicly available through the Site, the Service, or otherwise.

WARRANTY DISCLAIMER

THE SERVICE AND THE SITE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, PORTAL INSTRUMENTS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, THE SITE, OR ANY INFORMATION PROVIDED BY PORTAL INSTRUMENTS THROUGH THE SITE OR THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, PORTAL INSTRUMENTS MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. Portal Instruments does not guarantee the quality, safety or legality of the products, information or services provided through the Site and the Service.

LIMITATION OF DAMAGES

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PORTAL INSTRUMENTS, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE OR DISPLAY OF ANY CONTENT YOU SUBMIT TO PORTAL INSTRUMENTS; (B) YOUR USE OR INABILITY TO USE THE SERVICE OR THE SITE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH PORTAL INSTRUMENTS OR ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PORTAL INSTRUMENTS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Portal Instruments, its affiliates, licensors, suppliers, and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, from and against any and all claims, damages, losses, costs (including without limitation, reasonable attorneys’ fees and expenses) and other expenses that arise directly or indirectly out of or from: (a) your breach of these Terms of Use; (b) your access to and use of the Site and the Service; (c) any content and information, you submit, supply, provide or transmit to us or the Site and/or (d) any claim that any content or Feedback submitted by you or one or more of your agents or representatives caused damage to a third party, including without limitation, libel, defamation, loss of or harm to reputation or any other damage whatsoever.

MODIFICATION OF TERMS OF USE

We reserve the right to amend or modify the Site, the Service, and these Terms of Use at any time. Portal Instruments will not be required to notify you in advance of amending or modifying the Site, the Service, or the Terms of Use. However, we will post any modifications to the Terms of Use on the Site. Therefore, it is your sole responsibility to check the Site from time to time to view any such changes. If you continue to use the Service or the Site after such modifications are posted, you signify your agreement to our revisions to the Terms of Use. Any changes to these Terms of Use (other than as set forth in this paragraph) or waiver of Portal Instruments’ rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Portal Instruments. No purported waiver or modification of these Terms of Use by Portal Instruments via telephonic or email communications shall be valid.

GENERAL TERMS

If any part of these Terms of Use is held invalid or unenforceable, that portion of these Terms of Use will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Portal Instruments to enforce any provision of these Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under these Terms of Use will survive any termination of these Terms of Use.

These Terms of Use and your use of the Site are governed by the federal laws of the United States and the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of laws.

All disputes arising from or relating to these Terms of Use shall be definitively resolved by binding arbitration conducted in the English language in Boston, Massachusetts, under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided over a court located in the Commonwealth of Massachusetts. The parties shall bear equally the costs of arbitration, except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction, and by using the Site, you agree not to take any action to challenge or call into question the binding and definitive nature of any such arbitration. Notwithstanding the foregoing, Portal Instruments shall be entitled to seek injunctive relief, security, or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator’s authority, void, and unenforceable, and by using the Site, you acknowledge your agreement to the limitations on damages set forth in this paragraph. YOU AND PORTAL INSTRUMENTS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR PORTAL INSTRUMENTS’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless you and Portal Instruments agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Neither party shall be deemed to be an agent of the other party and the relationship of the parties shall be that of independent contractors. Neither party shall have any right or authority to assume any obligations, or to make any representations or warranties, whether express or implied, on behalf of the other party, or to bind the other party in any matter whatsoever. The headings of the sections of these Terms of Use are for convenience of reference only and shall not be considered in construing these Terms of Use.

Communications made through the Site’s e-mail and messaging system (including messages submitted to us at Contact) will not constitute legal notice to Portal Instruments or any of its officers, employees, agents or representatives in any situation where notice to Portal Instruments is required by contract or any law or regulation.

For contractual purposes, you (a) consent to receive communications from Portal Instruments in an electronic form via any email address you may submit to us; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Portal Instruments provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

You agree to comply at all times with all laws, rules and regulations applicable to your use of the Service and the Site.

Portal Instruments may assign or delegate these Terms of Use and/or the Portal Instruments Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Portal Instruments’ prior written consent, and any unauthorized assignment and delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS OF USE.