1. "Account" means an online account registered by you for the purpose of using the Services.
2. "Authorized Users" means Customer employees, agents, representatives and contractors who are permitted access to the Services by Port through an Account and up to the number specified in the Port Pricing Webpage or Order Form (as defined below).
3. "Connected Account" means a Third Party Service account which You connected to the Account for interoperation and integration with the Services.
4. "Customer Data" means any data, information, or materials that Customer discloses or submits to Port in the course of using the Services and any data relating to Customer's use of the Platform and Services in conjunction with the Connected Accounts, including but not limited to information related to:
4.1. Your contact nd payment information, including email addresses and credit card or other payment remittance information; You are responsible for ensuring that payment information that is exchanged between You and your clients is not transmitted over the Platform.
4.2. Your Connected Accounts, statistical data, device generated reports and audit logs,
4.3. settings, preferences chosen, and resource usage,
4.4. free text submitted by You, and screen recording sessions.
5. "Port Pricing Webpage" means the pricing available at https://www.getport.io/pricing.
6. "Order Form" means a separate ordering document that references this Terms, specifies the Services purchased and is executed by Port and Customer.
7. "Third Party Services" means any service, products, software or application that is provided by a third party and interoperates with a Service. Such Third Party Services may be offered via a dedicated website
8. "We", "Us", "Port" or "Our" means Port Io Ltd.
9. "You" or "Customer" means the company or other legal entity and its affiliates for which you are accepting these Terms.
- Subject to the terms and conditions of these Terms, Port shall provide Customer with development operations management tools (the "Tools"), made available to the Customer through Port's hosted services (the "Platform") to be used by the Customer for Customer's internal business use. Customer may integrate the Tools according to Port’s instructions and technical documentation ("Documentation") based on Customer's Data, either: (1) through uploading Customer data by remote access to the Platform; or (2) by implementing the APIs provided by Port to allow Port access to Connected Accounts on Third Party Services chosen by the Customer, and provide Port with Customer credentials to such Connected Accounts. Customer acknowledges that if Customer does not provide accurate and up to date credentials or data, the Services may be negatively impacted, or may not be provided at all.
- The Platform shall be provided and supported by Port (the "Support Services", and together with the Tools and the Platform, the "Services").
- During the Term and subject to Customer’s compliance with the Terms, Port grants Customer a non-exclusive, non-transferable, non-sublicenseable, limited, revocable right for Authorized Users to use the Platform and the Services, for Customer's internal business use, according to Port’s Documentation.
- Registration. You must register and establish an Account in order to access the Platform and use our Services. We may update the Services from time to time, including adding or removing functions. Connected Accounts may require registration, installation of necessary software or action on your part, to enable the activation of Services in relation to such Connected Accounts. You may elect to have multiple Accounts; each Connected Account may only be registered to one Account at any given time.
- SSO. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to, Google (each such account, a “Third-Party Account”), as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Port through the Service; or (ii) allowing Port to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SSO, You represent that you are entitled to disclose your Third-Party Account login information to Port and/or grant Port access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Port to pay any fees or making Port subject to any usage limitations imposed by such third-party service providers.
- Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account, including details of the Connected Accounts that are linked to the Account. You agree to keep your Account information up to date and accurate, including with regard to Connected Accounts. Any Services provided in connection with Connected Accounts associated with Your Account will be charged to your Account. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
- Administrator. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator ("Administrator"). Administrators may authorize Authorized Users to access the Services through the same Account. These Terms apply to any Authorized User of the Services.
- Access Rights. The Administrator is responsible for Authorized Users’ access to the Services. Depending on the types of access rights the Administrator grants to Authorized Users, Authorized Users may be able to add or remove Connected Accounts, delete, copy, or view the Content and data accessible in your Account and subscribe or unsubscribe to additional services. The Administrator is solely responsible for the access to the Services granted to Authorized Users and it is the Administrator’s sole responsibility to add or remove access rights to Authorized Users. We are not responsible for the internal management or administration of the Services. You are responsible for Authorized Users’ compliance with these Terms. A violation of any provision of these Terms by an Authorized User may result in the termination of an Administrator’s or any Authorized User’s access to the Services. If you choose to close or terminate your access to a Service, Authorized Users will no longer be able to access such Service or any of the Content within such Service. Port may from time to time send you communications, unless you have opted not to receive them.
- Deletion of Account. You may delete your Account at any time. Any Customer Data and other information and data entered into the Services may be permanently deleted if you delete the Account.
- Account Inactivity: An Account is considered inactive if there has been no login or usage for a continuous period of time. If an Account becomes inactive, we may take the following actions: (i) we will have the right to revoke API calls and associated benefits from the inactive Account after two months of inactivity; and (ii) we will have the right to terminate the inactive Account after [two (2)] months of inactivity, which may result in the permanent removal of all Customer Data and API access from the Account. Prior to taking any action due to inactivity, we will make reasonable efforts to notify you via the email address associated with the inactive Account. It is your responsibility to ensure that your email address is accurate and up-to-date. You can prevent Account termination or API access removal by logging into your Account or by following our instructions outlined in the advance notice received, if such instructions are provided.
- Use the Services and all related software in accordance with the Documentation and in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws.
- Provide Customer Data to Port in a format consistent with the requirements set forth in the Documentation (or as otherwise specified by Port). Errors in loading Customer Data into the Platform may cause Customer Data to be rejected by the Platform and Port will have no responsibility for any related impact on Customer’s ability to access or use the Platform.
- Manage and secure all login credentials used by Authorized Users in connection with their use of the Port Platform, and protect the same against unauthorized use or disclosure.
- Customer represents and warrants that no third party agreement prevents it from using the Port Platform and Services as contemplated hereunder.
- Customer represents and warrants that Customer Data will not: (a) infringe or misappropriate any third party’s intellectual property rights; (b) be deceptive, defamatory, obscene, pornographic or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage the Services or the Platform; and (d) otherwise violate the rights of a third party (including under all applicable privacy laws).
Fees and Payment
- Payment Terms. Services may be provided for a fee, as set forth in the Port Pricing Webpage or in the Order Form ("Fees"). In Consideration for such paid Services, You will pay, and You authorize Port to charge, using your selected payment method (credit card or wire transfer), all Fees with respect to the Services. Fees are non-refundable except as required by law. Fees shall be due within 30 days of the date of the invoice issued by Port in accordance herewith. Fees shall be payable either monthly, annually or any other billing frequency offered by Port and selected by You. Port may increase the Fees by no more than 5% annually, by written notice to the Customer at least 45 days prior to such change taking effect.
- Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. Billing may be performed by a third party service provider of Port. We may suspend or terminate the Services if fees are past due.
- Taxes. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.
You must not misuse the Services. You may not, whether by yourself or anyone on your behalf (a) sell, resell, lease or share the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit Customer Data which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform; (e) reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so; (f) except as specifically permitted in writing by Port, not use the name, trademarks, trade-names, and logos of Port; (g) except as specifically permitted herein, not copy any part or content of the Platform other than for Customer’s own internal business purposes; (h) not copy any features, functions or graphics of the Platform or use it to build a competitive product or service; (i) not represent that it possesses any proprietary interest in the Platform, Service, or any part or derivative thereof; (j) not directly or indirectly, take any action to contest Port's intellectual property rights or infringe them in any way; and (k) not remove the copyright, trademark and other proprietary notices contained on or in Port's Platform, products or Services.
Intellectual Property Rights
- All rights not expressly granted to You under these Terms are reserved by Port. We reserve all rights, title and interest to the Services, the Platform, and any part thereof, and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Port’s intellectual property rights. Nothing in the Terms constitutes a waiver of Port’s Intellectual Property Rights under any law.
- For avoidance of doubt, Port will not seek to derive, reproduce, or otherwise utilize any Customer Data, for purposes other than processing and rendering the Customer Data for Customer's use in the Platform. Customer shall be the exclusive owner of, and retains all intellectual property rights and all other ownership interests in and to, the Customer Data ("Customer IPR”).
- Customer hereby grants to Port a non-exclusive, non-sublicensable, revocable, non-transferable, royalty-free, worldwide license during the Term to use all Customer Data provided to Port by Customer in connection with these Terms, to permit Port to perform the Services to Customer as set forth in these Terms, all subject to Port’s compliance with applicable law and privacy regulations. You warrant that You have full rights to provide to us any Customer Data that You provide through the Services.
- Use of Data. Port may collect Customer Data, and You hereby grant Port permission to collect Customer Data available on the Platform and to use such Customer Data to improve the Platform performance and functionality and improve Services and other services and support to Port customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing. Port may further use Customer Data (i) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (ii) to comply with any applicable law, regulation, subpoena, discovery request or court order; (iii) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce/protect the rights and properties of Port or its affiliates or subsidiaries; or (v) with the prior informed consent of the data subject about whom the personally identifiable information pertains. In Addition, Port monitors the performance and use of the Platform by its customers and collects data in connection therewith (the "Usage Data"). Port may combine this Usage Data with other data (including anonymized elements of the Customer Data), and use such combined data, or a subset thereof, in an aggregate and anonymous manner (the "Aggregate Data"). Customer agrees that Port may collect, use, publish, and vend such Aggregate Data; provided, however, that such usage shall not, directly or indirectly, identify Customer, its Authorized Users, or any individual, or contain Customer's confidential information.
- Responsibility for Customer Data. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Customer Data and you are responsible for any lost or unrecoverable Customer Data.
- To the extent You provide us any feedback, comments or suggestions ("Feedback"), You grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services.
- For the purposes hereof, "Confidential Information" means any proprietary or trade secret information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of Receiving Party; (ii) the Receiving Party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the Disclosing Party; (iii) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of these Terms; (iv) the Receiving Party can demonstrate in its records to have independently developed, without breach of these Terms and/or any use of or reference to the Confidential Information. For avoidance of doubt, Customer IPR shall be deemed Customer Confidential Information.
- The Receiving Party agrees (i) not to disclose the Disclosing Party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its "Agents") on a "need to know" basis and provided that such Agents are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the Disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under these Terms; (iii) to keep the Disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the Receiving Party is required by legal process or applicable law, rule, or regulation to disclose any of the Disclosing Party’s Confidential Information, then prior to such disclosure, if legally allowed, Receiving Party will give prompt notice to the Disclosing Party so that it may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall expire five years from the date of termination or expiration of these Terms (and with respect to trade secrets- in perpetuity) and shall supersede any previous confidentiality undertakings between the parties.
You will indemnify, defend, and hold harmless Port, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Customer Data or use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.
Disclaimers of Warranties
- EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, PORT PROVIDES THE PORT PLATFORM, SERVICES, AND DOCUMENTATION TO CUSTOMER ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND PORT EXPRESSLY DISCLAIMS ALL WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHENTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. PORT FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PORT PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PORT DISCLAIMS ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
- Customer acknowledges that the quality and accuracy of the Services are dependent on the accuracy and completeness of the information provided by Customer. CUSTOMER ACKNOWLEDGES THAT PORT SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS RECOMMENDATIONS PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED INTENTIONALLY BY CUSTOMER OR THE AUTHORIZED USERS.
Limitation of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PORT BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA (INCLUDING END-USER INFORMATION), BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF PORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, PORT'S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO PORT DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES.
Term and Termination
- Term. Unless otherwise specified in an Order Form, the term of this Terms commences on the date You first accept them and will remain in effect while You use the Platform or Services, or until these Terms are terminated.
- Termination. We may terminate the Services on 30 days' prior written notice to you. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Platform and/or Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of these Terms, your Account and right to access and use the Services and the Platform will terminate immediately, and from the date of termination you will no longer be able to access your Account . You understand that any termination may involve deletion of Customer Data from your Account, our Services, and Platform. Port will not have any liability whatsoever to you for any termination of these Terms, including for deletion of Customer Data.
- Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
- Publicity. Port may issue publicity or general marketing communications concerning its involvement with the Customer and may use Customer’s name and logo for the sole purpose of identifying Customer as a customer. Any other use of Customer's logo or other service marks will require prior written approval of Customer.
- Changes to Terms. Port may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Port website. You are responsible for checking the website regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
- Governing Law and Jurisdiction. These Terms are governed by the laws of the state of Israel and any dispute arising from these Terms shall be brought exclusively before the courts of Tel-Aviv.
- Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
- Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
- Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Port.
- Entire Agreement. These Terms, including any Order Form executed hereunder contain the entire agreement between Port and You relating to your use of the Services and supersedes any and all prior agreements between Port and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Port in these Terms, including any applicable Order Form. In the event of a conflict between a provision in the body of these Terms and a provision in an Order Form, the Order Form shall prevail.
- Assignment. You may not assign your rights or delegate your obligations under these Terms without Port’s prior written consent. Any purported assignment contrary to this section will be null and void. Port may assign its obligations hereunder among the various Port entities within the Port group.
- No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Authorized Users are not third-party beneficiaries to your rights under these Terms.