Portal Labs Ltd

Terms of Use

Last Updated: 27th September 2021

1. General

The following Terms of Use (Terms) apply to all services (Services) provided by Portal Labs Ltd, located at https://portal.app (Site) and our mobile device application (App).

These Terms are legally binding and govern your usage of our Services, accordingly you are advised to read them carefully.

1.1. Definitions

The terms Portal, us, we or our refers to Portal Labs Ltd.

The terms you, your or yourself refer to the user of the Services.

The term Device refers to the device which is used to access the Services including but not limited to computers, smart phones, tablets, headphones, wearable smart devices, speakers and lights.

The term Intellectual Property Rights means any and all intellectual property rights existing in any part of the world under applicable law, including without limitation patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all applications, renewals, extensions and restorations of such rights, now or hereafter in effect worldwide.

The term Content refers to any and all Portal and third-party editorial content, information, text, images, photos, videos, artwork, illustrations, graphic (art and electronic) images, audio, music, sounds, postings, messages, recommendations, comments, software, files, feedback, bug reports, or other protected materials and authored works of any kind that are utilised in the provision of the Services.

The term App Distributor refers to an app store or distribution platform (for example, Apple’s App Store, Google Play or the Amazon Appstore) where the App is made available.

1.2. Agreement to our Terms

By accessing and using our Services, whether on a free or Subscription basis, you acknowledge that you have read, understood and agree to comply with and be legally bound by these Terms. 

If you do not agree to be legally bound by these Terms, you are not permitted to access or use the Services.

1.3. Privacy Policy

Please also refer to our Privacy Policy located at https://portal.app/privacy for information on how we collect and use your personal information. By accessing and using our Services you acknowledge that you have read, understood and agree to be bound by our Privacy Policy.

If you do not accept our Privacy Policy, you are not permitted to access or use the Services.

1.4. Changes to our Terms

We reserve the right, in our sole discretion, to update or change these Terms at any time. 

If we do so, we will notify you of any updates or changes by posting the updated Terms on our Site and updating the “Last Updated” date to indicate when the changes are effective. If we make any substantive changes to these Terms, we will notify you by email or by a notification through the App, on the Site and/or by asking you to review the changes to the updated Terms the next time you access the Services. 

You are advised to read the updated Terms carefully. Your continued use of the Services after the time the changes are communicated will indicate your acceptance and agreement to abide by the updated Terms. If you do not agree to be bound by the updated Terms, you are not permitted to access or use the Services and must stop doing so immediately. 

Due to the nature of our Services we reserve the right to change or discontinue part or all of the Services at any time and at our sole discretion, without notice.

2. Conditions of Use

2.1. Eligibility

To purchase the Services, you must be the greater of either: (i) 18 years of age, or (ii) the age of majority in your province, territory or country; and have the legal capacity to form a binding contract with Portal.

If you are under the age of 18, or the applicable age of majority in your province, territory or country, or do not have the legal capacity to form a binding contract with Portal, you may utilise the Services only with the involvement and consent of a parent or legal guardian, through their account and subject to their acceptance of these Terms as well as responsibility and liability for your access and use of the Services and Content in compliance with these Terms. 

2.2. Restricted Usage

If you choose to access or use the Site, App, Services or Content in any jurisdiction, you are responsible for compliance with the applicable local laws relating to the use of or otherwise connected with the Site, App, Services and Content in that jurisdiction. To the extent that the Site, App, Services and Content would infringe the laws of the jurisdiction from which you are accessing them, you are prohibited from accessing or using the same. This provision shall apply notwithstanding any other provision of the Terms.

You agree not to use the Services for any purposes related to scientific research, analysis or evaluation of the Services without the express prior written consent of Portal.

You are strongly advised not to use the Services while operating heavy machinery, driving, flying or performing any activity or task that, with due regard to the safety of yourself and others, requires your attention and concentration.

2.3. Changes to the Provision of Services and Content

Portal reserves the right at any time to change, modify or discontinue the Services and Content, in whole or in part, with or without notice to you. You acknowledge and agree that Portal will not be responsible or liable, directly or indirectly, to you or any other person for any loss, damage or injury of any kind incurred as a result of, or in connection with, any changes, modifications or discontinuance to the Services and/or Content.

2.4. Future Functionality

You acknowledge and agree that your use and access of the Services are in no way contingent on the delivery of any future functionality or features; or dependent on any oral or written comments made by Portal.

2.5. Data Charges

Certain functions of our Services require your Device to have an active internet connection. The connection can be Wi-Fi or provided by your mobile network provider. 

If you are accessing or using the Services outside of an area with Wi-Fi, you should remember that your agreed terms with your mobile network provider will apply. As a result, you may be charged by your mobile provider for the cost of data for the duration of the connection while accessing or using the Services, or other third-party charges. In accessing or using the Services, you acknowledge and accept responsibility for any such charges, including roaming data charges if you access or use the Services outside of your designated home region, territory or country without turning off data roaming. If you are not the bill payer for the Device on which you are accessing or using the Services you must receive advance permission from the bill payer before incurring any charges in your access or use of the Services. 

3. Subscriptions

Full access and use of certain premium Content and features of Portal’s Services may require a subscription which you can purchase as either a monthly, annual or lifetime subscription (Subscription), and may be charged in advance or periodically.

Your Subscription payment will be charged through your App Distributor, you are advised to read your App Distributor’s applicable terms and conditions regarding payments before purchasing a Subscription.

Upon purchase of a Subscription, you agree not to hold us responsible for any and all additional fees and charges that your App Distributor, bank or other financial service provider may charge due to payment, as well as any applicable taxes. 

Our obligation to commence provision of the Services only comes into effect once we have received confirmation of your purchase from your App Distributor. You will only have access to Portal’s premium Content and features while your Subscription is active and subsisting. 

To ensure there is no interruption to your Subscription, we recommend that you keep your payment details up to date with your App Distributor. Portal will not be held responsible or liable for whatever reason should your Subscription fail to renew as a consequence of outdated or invalid payment information. 

In certain instances, your renewal date may change, for example if your payment has not successfully settled or if your paid Subscription began on a day not contained in a given month or year.

3.1. Monthly Subscriptions

Portal’s monthly Subscription is paid for in advance in monthly instalments and automatically renews each month until you choose to cancel your Subscription through your App Distributor.

If you do not wish your Subscription to renew you must cancel your Subscription at least 24 hours before it renews in order to avoid being charged for the next month’s Subscription fee. If you purchased your Subscription via an App Distributor, you must cancel the renewal of your Subscription through your App Distributor in accordance with their applicable terms and conditions.

Upon cancellation, you will continue to receive access to and use of the Services until the end of your current Subscription period. Refunds or credits cannot be claimed for any unused partial-month Subscription period.

3.2. Annual Subscriptions

Portal’s annual Subscription is paid for in advance and automatically renewals on an annual basis.

If you do not wish your Subscription to renew you must cancel your annual Subscription at least 24 hours before it renews in order to avoid billing of the renewal Subscription fee. If you purchased your Subscription via an App Distributor, you should cancel the renewal of your Subscription through your App Distributor in accordance with their applicable terms and conditions.

Upon cancellation, you will continue to receive access to and use of the Services until the end of your current Subscription period. Refunds or credits cannot be claimed for any partial unused Subscription period.

3.3. Lifetime Subscriptions

From time to time, Portal may offer a “Lifetime” Subscription that would provide access and use of the Services for as long as those Services are available. Portal makes no guarantees, warranties or representations as to the expected lifetime of Portal’s Services, and in purchasing a Lifetime Subscription, you acknowledge and agree that Portal’s Services could change or terminate in the future, upon which Portal’s obligation to provide access to and use of the Services ceases.

Portal’s Lifetime Subscription is paid by a one-time upfront payment in advance of the provision of the Services. Lifetime Subscriptions may not be assigned to any other person.

If, for whatever reason, you wish to cancel your Lifetime Subscription, you will not be eligible to claim a refund or a recredit in whole or in part for your Lifetime Subscription payment.

3.4. Subscription Changes

Portal reserves the right to change our Subscription availability, periodicity or adjust pricing for the Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. We will notify you in advance of any such change. Changes to Subscription pricing will not apply retroactively and will only apply for Subscription renewals after such changes have been communicated to you. 

If you do not agree to the change, you should modify or cancel your Subscription through your App Distributor.

3.5. Free Trials

From time to time, Portal may offer new customers and eligible former customers the opportunity to access certain premium Content and features of Portal’s Services for free, for a time limited duration. The duration of the free trial period will be specified before sign-up and is intended to allow new customers and certain former customers to try the Services before deciding to purchase Membership.

Free trial eligibility is determined by Portal at its sole discretion and we may limit eligibility or duration to prevent free trial abuse.

You will be charged for a Portal Membership at the end of the free trial period unless you cancel the trial through your App Distributor at least 24 hours before the end of the free trial period.

3.6. Promotional Codes and Discounted Pricing

Any promotional code or discounted pricing offer may not be used in conjunction with any other promotional code, discounted pricing offer or corporate Membership arrangement, past or present. 

Introductory offers are only available to new customers of the Services, except where expressly stated otherwise. Previous customers or trial customers of the Products do not qualify as new customers. 

Unless otherwise expressly stated, all pricing promotions or discounted pricing will only apply to the initial period of the Membership, and any subsequent renewals will be charged at the non-discounted rate at the time of renewal for the Membership periodicity selected.

3.7. Refunds

If you purchased your Subscription through an App Distributor, Portal will not provide a refund. 

Any refund requests should be made to your App Distributor in accordance with their applicable terms and conditions. Your purchase will be subject to your App Distributor’s terms and conditions, which may not provide for refunds or may restrict refund eligibility. Accordingly, you are strongly advised to read your App Distributor’s relevant terms and conditions before purchasing a Subscription.

4. Licence and Ownership 

4.1. Licence

You acknowledge and agree that the Services are made available to you for your own personal and non-commercial purposes only. 

You understand that in agreeing to and complying with these Terms and our Privacy Policy, Portal grants you a non-exclusive, revocable, non-transferable, non-sublicensable and limited licence to view and listen to the Content, and install a copy of the Portal App on a Device that you own or control. 

Portal reserves all rights in and to the Services and the Content not expressly granted to you under these Terms. 

4.2. Intellectual Property Rights 

You acknowledge that Portal exclusively owns all rights, titles and interests in and to the Services and Content, including without limitation, all underlying software and technology, and all associated Intellectual Property Rights in relation to the Services and Content, other than that owned by third parties. By accessing and using the Services, you acknowledge all Content is protected copyright, trademark, design rights or other proprietary rights incorporated in the Services or Content.

4.3. Restrictions

In acknowledgement of Portal’s ownership of and Intellectual Property Rights in the Services and Content, you agree that you will not:

  1. Copy, store, archive, reproduce, transmit, modify, alter, reverse-engineer, translate, adapt, emulate, de-compile, disassemble, or attempt to derive the source code of the Services or Content in any way, or create derivative works based on the Services or the Content, in whole or in part, of any nature whatsoever;
  2. Rent, lease, loan, publish, broadcast, circulate, make available to the public, exploit, sell or distribute the Services or Content in whole or in part;
  3. Tamper with or manipulate in any way the Services, or circumvent any technology used by Portal to protect any Content accessible through the Services;
  4. Circumvent any territorial restrictions applied to the Services and Content;
  5. Use any data mining, data gathering or data extraction methods;
  6. Interfere with, disrupt or create an undue burden on the Services of the networks connected to the Services;
  7. Use the Services in a way that violates these Terms; or
  8. Assist or permit any third-party to contravene any of the aforementioned prohibited acts.

Portal will enforce its Intellectual Property Rights to the fullest extent of the law, including but not limited to bringing civil or criminal legal proceedings.

5. Breach of Terms

Any breach of these Terms may result in, among other things, immediate termination or suspension of your rights and licence to access and use Portal’s Services and Content, as well as the deactivation of your account and cancellation of your Subscription without refund, where applicable.

Portal reserves the right, in our sole discretion, to bring legal proceedings against you and any third-party, if applicable, if you breach these Terms and/or you are engaged in illegal or fraudulent use of the Services or Content.

6. Warranty Disclaimer 

6.1. General Disclaimer

Portal aims to provide you with the best service and experience possible, however no promise is made that the Services will meet your requirements and we cannot guarantee or warrant that the Content or Services will be fault free. 

You acknowledge and agree that your use of the Services will be at your own risk. To the fullest extent permitted by law, Portal excludes and disclaims all warranties, terms, conditions and representations whether express, implied or statutory, in connection with the App, the Site the Content and the Services and your access and use thereof including, but not limited to, warranties and conditions of merchantability, fitness for particular purposes, title, accuracy and non-infringement of third-party proprietary rights. 

Portal does not represent nor warrant that the Content or Services will be error-free, free of viruses or other similar contamination or harmful components, that defects will be corrected, that the Services will be available on an uninterrupted, timely or secure basis or will be compatible with your Device. We make no warranty regarding the quality, accuracy, currency, timeliness, completeness or reliability of the Content or Services. The quality of the Content and the Services may vary from device to device, and may be affected by a variety of factors, such as your location, the bandwidth available and/or speed of your internet connection. You acknowledge and agree that any reliance you place on the Content or Services is strictly at your own risk.

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.

If you notice any technical issues with the Content or Services, you are encouraged to report it by sending us an email to info@portal.app. Upon receipt of your email we will investigate and look to address the issue. 

You acknowledge and understand that your access to the Services may on occasion be restricted to allow for maintenance or the introduction of new features, content or versions. We will not be liable to you if the Content or Services are unavailable for a commercially reasonable period of time.

6.2. Health Disclaimer

You acknowledge and agree that Portal’s Services are not intended or designed to prevent, treat or diagnose any condition, illness or disease, nor should Portal’s Services be considered, in whole or in part, express or implied to contain or constitute medical or psychological advice. 

Any advice or other materials contained in the Services are intended for general information purposes only. Portal makes no guarantees that the Services provide a physical, mental or therapeutic health benefit and does not purport to give medical advice. The Services are not a substitute for professional medical or psychological advice or treatment based on your personal circumstances. You should seek the advice of your medical physician, doctor or other qualified health care provider if you have any concerns that using the Services will detrimentally impact your physical or mental health and wellbeing. You acknowledge that Portal has advised you of the necessity of doing so. 

Portal disclaims any responsibility for any harm resulting from your viewing of the Content and use of the Services and does not guarantee that you will receive any benefit from your use of the Services. You understand and agree that you view the Content and use the Services at your own discretion and risk.

6.3. Third Party Products & Services Disclaimer

Through Portal’s Services we may provide you information regarding products or services offered by third parties. All third-party product or service information is provided for your convenience, “as is” and “as available” and we do not represent, warrant or guarantee that such third-party information will be available, accurate or reliable, or that it will not infringe the rights of third parties.

Portal does not warrant, represent, endorse, enforce, guarantee or assume responsibility for any third-party product or service information through, or in connection with, the Services and we will not be a party to, or in any way monitor any transaction between you and third-party providers of such product or services. Any such dealings are solely between you and the third-party. You agree that Portal will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any third-party’s use or disclosure of your personal information that you make available to them. If there is a dispute between you and any third-party, we are under no obligation to become involved and you agree not to involve Portal.

7. Limitation of Liability 

By agreeing to our Terms, you understand that you are solely responsible for your use of the Services. You acknowledge and agree that to the maximum extent permitted by law Portal assumes no liability or responsibility for any direct, indirect, special, exemplary, punitive, incidental or consequential damages or losses, including, but not limited to, lost profits, loss of data or goodwill, business interruption, service interruption, Device damage, system failure, the cost of substitute services or products, or personal injury; whether based on warranty, contract, tort (including negligence), product liability or any other legal theory; which arise directly or indirectly from:

  1. Your use of, or inability to use, the Services;
  2. Errors, mistakes or inaccuracies of the Content or Services; 
  3. Any unauthorised access to or use of our secure servers and/or the personal information (if any) stored therein; 
  4. Any interruption, suspension, or termination of the Content or the Services; 
  5. Any bugs or viruses, trojan horses, other harmful and malicious software or the like that may be transmitted to or through the Services that may in turn infect and damage your Device, computer equipment, software, data or other property, including via emails or attachments received from us;
  6. Any issues or malfunctions in any of the features provided as part of the Services or Content, including, but not limited to, the alarm and timer functionality; 
  7. Any issues, malfunctions or damage to your Device that arise from constant and prolonged use of the Services; or
  8. Any issues that arise as a result of the faulty operation of Devices during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).

In no event will Portal’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed the amounts you have paid to Portal for use of the Services. 

The exclusion and limitations of liabilities detailed above are fundamental elements of the basis of the bargain between Portal and you. However, nothing in these Terms shall be interpreted or construed so as to limit or exclude liability that cannot be so limited or excluded under applicable law.

8. Force Majeure 

You acknowledge and agree that Portal will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

9. Release & Indemnity 

You hereby agree to release, defend, indemnify and hold harmless Portal and its officers, directors, employees, members, investors and agents from and against any and all claims, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

  1. Your access to or use of the Services or the Content; 
  2. Your interaction with other customers of the Services;
  3. Personal injury, emotional distress, any third-party claims of bodily injury, death, or damage to real or tangible personal property that is either directly or indirectly related to your use of the Services or otherwise caused by your negligent or more culpable acts or omissions; or 
  4. Your violation of the Terms or the law in your province, territory or country.

10. Reviews, Comments & Submissions 

You agree that when posting a review or rating of the Services in a public forum, including but not limited to the App Store, you will comply with the following criteria: 

  1. You have first-hand experience of the Services; 
  2. Your reviews should not contain offensive, abusive, racist or hate language or language that is likely to incite hate; 
  3. Your reviews should contain no discriminatory references based on religion, race, gender, age, national origin, marital status, sexual orientation or disability;
  4. Your reviews should not contain references that endorse, encourage or incite illegal activity; 
  5. You are not affiliated with a competitor if posting negative reviews; 
  6. You are not posting false or misleading reviews; and
  7. You will not organise a campaign encouraging others to post reviews, whether positive or negative.

You acknowledge and agree that by posting or submitting any reviews, questions, comments, suggestions, ideas, feedback or other information regarding the Content or the Services, either directly to Portal or on a public forum (Submissions), you hereby waive your Intellectual Property Rights and irrevocably grant to Portal the non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable licence under any and all Intellectual Property Rights that you own or control to use, copy, modify, archive, create derivative works based upon and otherwise exploit your Submissions. Herein you acknowledge and agree that Portal has the unrestricted right to use your Submissions for any lawful purpose, commercial or otherwise, including but not limited to marketing or promotional material without compensation to you or prior acknowledgement. The licences granted contained in this provision shall survive the termination or expiration of these Terms. 

11. Dispute Resolution 

11.1. Initial Resolution

You agree that all concerns, disputes or claims in relation to these Terms, the Content and the Services are to be raised in the first instance with Portal directly by contacting us at info@portal.app. Both parties hereby agree to make all reasonable efforts to resolve any such dispute amicably and on an informal basis.

11.2. Arbitration

You and Portal agree that any dispute or claim that could not be successful resolved through initial informal dispute resolution efforts, and arise out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content, will be resolved in a cost-effective binding arbitration, except that each party retains the right to: 

  1. Bring an individual action in small claims court; and 
  2. Seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s Intellectual Property Rights.

In the event of an arbitration, an established alternative dispute resolution provider will be mutually agreed upon by the parties.

Any dispute resolution proceedings, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private legal action.

12. General 

These Terms constitute the entire and exclusive understanding and agreement between Portal and you regarding the Services and Content, and these Terms supersede and replace any and all previous oral or written, correspondence, arrangements, understandings or agreements between Portal and you regarding the Services and Content. Each party acknowledges and agrees that neither party relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms.

Failure or delay by Portal in enforcing any of the Terms shall not be construed as a waiver of any of our rights under it.

You may not assign or transfer these Terms, by operation of law or otherwise, without the prior written consent of Portal. Portal may freely assign or transfer these Terms at its sole discretion without restriction. Subject to the foregoing, these Terms will bind and enure to the benefit of our successors, assigns, licensees, and sublicensees.

13. Severability 

If any provision or provisions of these Terms shall be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity, legality and enforceability of the remaining provisions and they shall remain in full force and effect.

14. Governing Law & Jurisdiction 

These Terms and any dispute, proceedings or claims of whatever nature arising out of or in any way related to these Terms shall be governed by and construed in accordance with the laws of England and Wales. 

These Terms (and any non-contractual disputes or claims arising in relation to them) shall be subject to the exclusive jurisdiction of the courts of England and Wales. 

15. Contact Us 

If you have any questions or suggestions about our Terms of Use, please emailing us at info@portal.app.