Terms of Service
Last Modified: June 23, 2021
Welcome, and thank you for your interest in Shooting Unicorns, Inc. (“us,” “we,” “Pory,” or the “Company”), our website at https://www.pory.io, and various related services (collectively, the “Services”). The Services and their features are provided to you subject to your compliance with all the terms, conditions, and notices contained or referenced in this agreement (the “Agreement”).
1. User’s Acknowledgment and Acceptance of Terms
You are permitted to use the Services only if you: (1) represent that you are able to form a binding contract in your jurisdiction; (2) comply with our Agreement; (3) will not copy or distribute any part of the Services in any medium without Company’s prior written authorization except as permitted through the Services' functionality and under this Agreement; (4) provide accurate and complete information when creating an account; (5) acknowledge you are solely responsible for the activity that occurs while signed in to or while using the Services; and (6) acknowledge your sole responsibility for your content submissions, including discussion posts, profile information and links, pictures and other such content.
The Service is available only for individuals aged 13 years or older. If you are age 13 or older but under the age of 18, or the legal age of majority where you reside if that jurisdiction has an older age of majority, then you agree to review this Agreement with your parent or guardian to make sure that both you and your parent or guardian understand and agree to this Agreement. You agree to have your parent or guardian review and accept this Agreement on your behalf. If you are a parent or guardian agreeing to this Agreement for the benefit of a child over the age of 13, then you agree to and accept full responsibility for that child’s use of the Service, including all financial charges and legal liability that he or she may incur. We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where this Agreement or use of the Service is prohibited or to the extent offering, sale, or provision of the Service conflicts with any applicable law, rule or regulation.
YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE SERVICES NOW. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, OR ANY PRODUCTS, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THE SERVICES, IS TO STOP USING THE SERVICES AND/OR THOSE PARTICULAR PRODUCTS. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THIS AGREEMENT BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THE SERVICES.
In this Agreement, we use the terms “you” and “your” to mean any merchant using our Services to provide products or services to its customers. As used in this Agreement, “User(s)” refers to any individual using the Services. If you are agreeing to this Agreement on behalf of an organization or entity, you represent and warrant that you are authorized to agree to this Agreement on that organization’s or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” in this Agreement, except for in this sentence, refer to that organization or entity).
2. Account Information and Security
When you register, you provide us with some basic information, which may include an e-mail address, user ID, and password (“Account Information”). To use the Services, you agree to provide Pory with true, accurate, current, and complete information about yourself, and to keep your Account Information current and accurate. You agree to not allow others to access your account. You alone are responsible for anything that happens from your failure to maintain security and confidentiality, such as by sharing your Account Information with others, and we will not be liable for any loss or damage resulting from your failure to comply with these obligations. If someone is using your account, notify us immediately. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. Additionally, you acknowledge that internet transmissions are never completely private or secure and you understand that any message or information you send to the Services may be read or intercepted by others, even if it is encrypted.
3. Public and Private Applications
The Services enable you to create and share applications (“Applications”) that you can make available to your end users (“End Users”). As a default, each Application you create using the Services will be publicly available (a “Public App”). If you upgrade to Paid Services (defined below in Section 12), you will be able to create and publish Applications for internal use only by selected End Users approved by you (such as your employees or contractors) (“Internal Users”). Applications that are primarily used by (or intended for use by) Internal Users are referred to as “Private Apps.” If you create a Private App, then (i) you represent and warrant that you will not attempt to publish any Private App as a Public App, (ii) you acknowledge and agree that Pory reserves the right (in its sole discretion) to determine that any Application that you have published as a Public App should be reclassified as a Private App (which reclassification may be retroactive), and (iii) all Private Apps (including Applications that are initially published as Public Apps but are reclassified as Private Apps) will be subject to the applicable pricing for Private Apps as set forth in Section 12.
4. Applications and User Data
The Services enable you and your End Users to collect, upload, store, transmit, display, modify, and otherwise process (“Process”) data provided by or relating to End Users or other individuals (“User Data”) within the Applications you create using the Services. As further set forth in the User Data Rules and Restrictions, available at pory.io/legal/user-data, you are not permitted to Process certain types of User Data in connection with your use of the Services. Additionally, you may be required to upgrade to Paid Services and/or implement certain features or restrictions in your Applications if you intend to Process certain types of User Data. You represent and warrant that you and your End Users will at all times comply with the User Data Rules and Restrictions. Any violation of the User Data Rules and Restrictions will be deemed a violation of this Agreement and is grounds for termination of your right to use or access the Services.
You are solely responsible for complying with all applicable laws, including, without limitation, all applicable data protection and privacy laws, with respect to the User Data you Process in connection with your use of the Services. You are responsible for providing your End Users with all legally required privacy notices and disclosures regarding the User Data you Process in connection with your Application. If you Process any User Data that is subject to the EU General Data Protection Regulation (“GDPR”), then you are operating as a “data controller” (as that term is defined in the GDPR) and you must enter into our standard Data Processing Addendum (pory.io/legal/dpa), which explains how we handle, on your instructions, all User Data you Process using the Services.
5. Intellectual Property
The entire content and materials contained on the Services, including, but not limited to, audio, video, images, text, user interface, scores, logos, the selection and arrangement of the Services and other intellectual property (the “Content”) are owned by or licensed to Pory to the fullest extent under the copyright laws of the United States and other countries. Images of people or places displayed on the Services are either the property of, or used with permission by, Pory. You may not reproduce, republish, transmit, upload, distribute, copy or publicly display any of the Content without our prior written consent. We neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with the Company. We may redesign the Services in our sole discretion at any time.
6. Your Content and Licenses
Pory does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, musical works, User Data, or other data, content, information or materials that you upload on or through the Services (collectively, “Your Content”). You represent and warrant that you will not contribute Your Content or otherwise use the Services or interact with the Services in any manner that: (i) infringes or violates the intellectual property rights or any other rights of anyone else (including Pory); (ii) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Pory; (iii) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, or otherwise objectionable; (iv) jeopardizes the security of your Pory account or anyone else’s (such as allowing someone else to log in to the Services as you); (v) attempts, in any manner, to obtain the Account Information, account or other security information from any other user; (vi) violates the security of any computer network, or cracks any passwords or security encryption codes; (vii) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (viii) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means); (ix) copies or stores any significant portion of the Content; or (x) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services. Pory may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Except as and only to the extent expressly permitted in this Agreement or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of Pory or any part thereof. Pory performs technical functions necessary to offer the Services, including but not limited to reformatting Your Content to allow its use through the Services and using Your Content to make improvements to the Services and you hereby grant Pory a non-exclusive, perpetual, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of or otherwise fully exploit Your Content to provide these services and in accordance with this Agreement. If you post any content on a public portion of the Services (such as comments or a message board), you grant Pory a non-exclusive, irrevocable, perpetual, transferable, sublicensable, fully paid, worldwide license to use, copy, prepare derivative works of (including excerpting, in whole or in part), distribute and publicly display or otherwise fully exploit that content on the Services.
7. Pory Intellectual Property Rights
As between Pory and you, Pory or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with this Agreement. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to this Agreement. All rights not explicitly granted to you are reserved by Pory.
We always appreciate feedback and are always on the lookout for ways to improve. For feedback, comments, questions, or concerns, you can contact us at firstname.lastname@example.org and we will return your e-mail at the soonest opportunity possible. In the event that you provide comments, suggestions, paid enhancements to the Service as part of a statement of work, or recommendations to Pory with respect to the Service (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Service) (collectively, “Feedback”), you hereby grant to Pory a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Service.
9. Cost of Services
The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.
- Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
- Payment Method. The terms of your payment will be based on your Pory Account Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Pory Account Payment Method. If we, through the Pory Account Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Pory Account upon demand.
- Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Information regarding such recurring payment plans and their pricing is available at https://www.pory.io/pricing. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR Pory ACCOUNT PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR Pory ACCOUNT PAYMENT METHOD, PLEASE CONTACT US AT SUPPORT@PORY.IO.
- Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR Pory ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR Pory ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR Pory ACCOUNT PAYMENT PROCESSOR IF YOUR Pory ACCOUNT PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT INFORMATION. CHANGES TO SUCH INFORMATION CAN BE MADE BY CONTACTING US AT SUPPORT@PORY.IO. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR Pory ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
- Change in Amount Authorized. If the amount to be charged to your Pory Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Pory Account Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
- Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done by contacting us at email@example.com, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, please contact us at firstname.lastname@example.org. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE BY CONTACTING US AT email@example.com OR TERMINATE YOUR PORY ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS.
- Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Pory Account Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
- Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at firstname.lastname@example.org.
- Variable Pricing. Certain Paid Services may include pricing that is based on app utilization (e.g., based on the total number of End Users of your Applications). You acknowledge and agree that you are responsible for all fees associated with such Paid Services, even in cases where the utilization of your Applications exceeds your expectations. In cases of such excess utilization, (i) Pory may in its sole discretion elect to provide you with a non-refundable credit (but Pory is under no obligation to do so), and (ii) Pory will not provide refunds under any circumstances.
10. Guarantee and Warranty; Limitation of Liability
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. Pory MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF SERVICES, OR THE PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Pory DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Pory DOES NOT WARRANT THAT THE SERVICES, PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES OR ELECTRONIC COMMUNICATIONS SENT FROM Pory ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Pory WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, OR FROM ANY PRODUCTS, INFORMATION, CONTENT, MATERIALS, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
IN NO EVENT WILL Pory BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE SERVICES OR ANY USE OF THE SERVICES, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THE SERVICES, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF Pory IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORIES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF Pory ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS OR EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO Pory IN CONNECTION WITH THE SERVICES IN THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING SHALL CONSTITUTE Pory’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE Pory FROM AND AGAINST, AND COVENANT NOT TO SUE, FOR ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE SERVICES, AND THE PRODUCTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
You agree to indemnify and hold the Pory harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of this Agreement. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
12. Dispute Resolution and Arbitration
In the interest of resolving disputes between you and Pory in the most expedient and cost effective manner, you and Pory agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited (if any) review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Pory ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Despite the provisions of the preceding paragraph, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and Pory will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Pory at email@example.com.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Pory’s address for Notice is:
pory.io firstname.lastname@example.org 2093 PHILADELPHIA PIKE #3174 CLAYMONT, DE 19703
The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Pory may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Pory must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Pory will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Pory in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
Fees and Procedure
The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the arbitrator may award attorneys’ fees and costs to the prevailing party, except as prohibited by law. If you commence arbitration in accordance with this Agreement, Pory will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Pory for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
The arbitrator may grant injunctions and other relief. The arbitrator shall administer and conduct any arbitration in accordance with the law of the jurisdiction in which the dispute arose, including civil procedure rules, and the arbitrator shall apply the substantive and procedural law of the jurisdiction in which the dispute arose. To the extent that the AAA Rules conflict with local law, local law shall take preference. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. The parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award.
No Class Actions
YOU AND Pory AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING except that users may bring a proceeding as a private attorney general, if and as allowed by law. Further, unless both you and Pory agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Nothing in this Agreement infringes upon any rights a User may have under the Sarbanes-Oxley Act, including any rights prohibiting compulsory arbitration.
Modifications to this Arbitration Provision
If Pory makes any future change to this arbitration provision, other than a change to Pory’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Pory’s address for Notice, in which case your account with Pory will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If the “No Class Actions” section is found to be unenforceable or if the entirety of this Section 11 is found to be unenforceable, then the entirety of this Section 11 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 12 will govern any action arising out of or related to this Agreement.
Right to Opt Out of Arbitration
You may submit a statement notifying Pory that you wish to opt out and not be subject to arbitration under this section. Should you desire to opt out, you must notify Pory of your intention to opt out by submitting a written notice, which may be via email to email@example.com, stating that you are opting out of this section. In order to be effective, your opt-out notice must be provided within thirty (30) days of your agreeing to these Terms. Should you timely opt out of this section, you may pursue available legal remedies and will not be required to arbitrate claims.
13. Choice of Law
These Terms are governed by and construed in accordance with the laws of the State of California, United States of America, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in San Francisco, California, U.S.A.
14. Termination of Service
Pory may also terminate your privilege to use or access the Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Services and agree not to access or make use of, or attempt to use, the Services. Furthermore, you acknowledge that Pory reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Services. You understand that Pory may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to Pory. All provisions of this Agreement which by their nature should survive termination shall survive the termination of your access to the Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
15. Restrictions on Use
You may not use the Services or contents set forth therein for any illegal purpose or in any manner inconsistent with this Agreement. You agree not to use, transfer, distribute, or dispose of any information contained in the Services in any manner that could compete with the business of Company. You may not copy, reproduce, recompile, disassemble, decompile, reverse engineer, distribute, modify, publish, display, perform, upload to, create derivative works from, frame transmit, or in any way exploit any part of the Service, you may not recirculate, redistribute or publish the analysis and presentation included in the Service without Company’s prior written consent.
Modification of Company’s content is a violation of the copyrights and other proprietary rights of Company or its subsidiaries. Additionally, you may not monetize or offer any part of the service for sale or distribute it over any other medium including but not limited to a computer network or hyperlink framing on the internet without the prior written consent of Company. The Services and the information contained therein may not be used to construct a database of any kind. The Services and content contained therein may not be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute.
In the absence of a contrary agreement, you may not use any of the trademarks, trade names, service marks, copyrights, or logos of Company or its subsidiaries suppliers or affiliates in any manner which creates the impression that such items belong to or are associated with you or, except as otherwise provided herein, are used with Company’s consent, and you acknowledge that you have no ownership rights in and to any of such items. You will not use the service or the information contained therein in unsolicited mailings or spam material. You will not use any trademarks, trade names, service marks, copyrights, or logos of Company or its subsidiaries in unsolicited mailings or spam material. You will not spam or send unsolicited mailings to any person or entity using the Services.
16. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Pory is intended or created by this Agreement. Users are not Pory’s representative or agent, and may not enter into an agreement on Pory’s behalf.
17. Digital Millennium Copyright Act
We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Services, you may contact our Designated Agent at the following address:
pory.io firstname.lastname@example.org 2093 PHILADELPHIA PIKE #3174 CLAYMONT, DE 19703
Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- A description of the copyright-protected work or other intellectual property right that you claim has been infringed;
- A description of the material that you claim is infringing and where it is located on the Service, with sufficient detail so that Pory is capable of finding and verifying its existence;
- Your address, telephone number, and, if available, email address;
- A statement by you that you have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and
- A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Pory will promptly terminate without notice the accounts of users that are determined by Pory to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had user content removed from the Services at least twice.
18. Links to and Use of Other Sites and Materials
As part of using the Services, Pory may provide you with links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). Pory has no control over, and assumes no responsibility for, Third Party Sites and Third Party Applications, Software, or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software, or Content. Such Third Party Sites and Third Party Applications, Software, or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Pory, and Pory is not responsible for any Third Party Sites accessed through the Services or any Third Party Applications, Software, or Content posted on, available through or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Applications, Software, or Content does not imply approval or endorsement thereof by Pory. If you decide to leave the Services and access the Third Party Sites or to use or install any Third Party Applications, Software or, Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Services or relating to any Applications you use or install from the site.
Pory uses Airtable's API to provide the Services to you, and you hereby agree to be bound by the Airtable APIs Terms of Service available at https://airtable.com/tos.
As further described on the Services, we may charge you a transaction fee for each End-User Transaction that is made between you and your customers (“End-User Transaction Fee”). We reserve the right to change the End-User Transaction Fee amounts at any time.
20. Electronic Communications
The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices on the service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing.
Communications made through the Service’s e-mail and messaging system, will not constitute legal notice to Company or any of its officers, employees, agents or representatives in any situation where notice to Company is required by contract or any law or regulation.
Any such notice must be sent to:
Shooting Unicorns, Inc. 2093 PHILADELPHIA PIKE #3174 CLAYMONT, DE 19703
Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254.
22. Changes and Amendments to Terms
This Agreement is effective as of the “Last Modified” date identified at the top of this page. We expressly reserve the right to change this Agreement from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Services and this Agreement from time to time and to familiarize yourself with any modifications. Your continued use of the Services after such modifications will constitute acknowledgement of the modified Agreement to abide and be bound by the modified Agreement. However, for any material modifications to this Agreement or in the event that such modifications materially alter your rights or obligations hereunder, such amended Agreement will automatically be effective upon the earlier of (i) your continued use of the Services with actual knowledge of such modifications, or (ii) 30 days from publication of such modified Agreement on the Services. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Agreement in effect at the time such dispute arose.
23. General Terms
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service, provided that the Pory may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. You hereby agree that Pory is authorized to receive notices or forms, such as tax invoices, from Stripe on your behalf, and Pory will promptly make such notices and forms available to you in a commercially reasonable manner consistent with applicable law.
If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable. The remaining portions will remain in full force and effect. Any failure on the part of Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement. Except as expressly set forth herein, you and Pory agree there are no third-party beneficiaries intended under these Terms.