Last Modified: February 26, 2020

 

DISCLAIMER AND IMPORTANT NOTE:

The PortalsX Platform provides a “Trading Market for All Things Geolocation” to help users connect with each other to share expenses. Unlike any other simple match marketplace platforms in the world, not only may a user buy a buy or sell with a simple match, but a user may also trade a PortalsX unit like a stock or a commodity. The PortalsX Platform is for use by users who want either to buy or sell PortalsX marketplace objects such as freight space, transit space, parking space, curb space, sidewalk space, toll space, air rights space, agriculture product space, agriculture products with geolocation attributes, advertising impression products, tutoring products and other geolocation attribute products (the "Products"). Each transaction is arranged by the buyer and seller as a private transaction between them; PortalsX is not a party to the transaction but simply provides the on-line matching platform and forward market for trading of various PortalsX Products, as described in more detail below. Transactions are subject to the   Terms of Use and   General Terms and Conditions.

PortalsX LLC is not a registered investment, legal or tax advisor or a broker/dealer.

PortalsX LLC is exempt under the Commodities Exchange Act of 1936 and Commodity Futures Trading Commission Act of 1974 as deliverying a physical commodity or general capacity unit transfers which are a physical commodity.

In choosing to access PortalsX, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. Although the geolocation based contracts may fluctuate in price, the geolocation based contracts are not securities. We may limit PortalsX's availability to any person, geographic area or juridiction.

1.0 Introduction

1.1 What is this document, and why is it

important for you to read?

1.1.1. A binding contract: When you sign up for an account to use the PortalsX online matching platform (the “Platform”), you will have to click on a button or link that signifies your agreement to be legally bound by these Terms of Use (which we refer to for convenience as “this Agreement”). You therefore should read this Agreement in its entirety; it includes — among other things — language that: • LIMITS OUR WARRANTIES AND OUR LIABILITY (section 4); and • REQUIRES YOU TO ARBITRATE MOST CLAIMS you might have against PortalsX and certain related parties, which means you are giving up any right you might have to a trial by jury (section 5.3).

1.1.2. Continuing effect: In case of doubt: You agree that this Agreement will remain in effect for the entire time that you maintain an account to use the Platform, and in the case of some provisions, even afterwards.

 

1.2 Why might you want to sign up

for the Platform?

1.2.1. What does the PortalsX Platform do? The PortalsX Platform provides an online “forward market” that allows users to pre-book freight space, transit space, parking space, curb space, sidewalk space, toll space, air rights space, agriculture product space, agriculture products with geolocation attributes, advertising impression products, tutoring products and other geolocation attribute products (the "Products"). Specific geolocation product specification terms, rules or regulations may apply to specific PortalsX Platform Products. You can do so either (i) as a buyer to take delivery of the geolocation Products or, (ii) if you want to sell PortalsX geolocation Products, provide delivery of the geolocation Products.

 

1.2.2. How is PortalsX different? Just as commodities such as gold, wheat, oil, and the like are traded on forward markets, so too the PortalsX Platform allows geolocation attribute Products to be traded as a commodity.

Here’s generally how the Platform works:

(a) If you’re a Product seller, you can use the Platform to specify the geolocation attribute Products you’re willing to give, for example, space in your vehicle to deliver a package at a specific time and date between two points. You also specify the amount of reimbursement that you would like to get from each buyer to help with the cost of gas, insurance, etc. You don’t know in advance whether you’ll get any buyers for that Product (because you might be asking more than other sellers are for that particular Product). Neither do you know in advance who your buyer(s) would be, and you don’t get any say about that.

IMPORTANT: If you’re a Product seller, when you use the Platform to book Products you make a binding contractual commitment to provide those Products for the amount of reimbursement that you specify. In addition, your credit card will be charged for an amount that we estimate it would take to provide an alternative delivery Product if for any reason you don’t show up. (If you have a conflict or a change of plans, you’re free to try to trade the Product to another seller as described below; depending on the then-current market price for that Product, you might make a little money on the trade, or you might have to pay a little money to get another seller to make the Product for you.)

(b) If you’re a Product buyer, you can search the Platform for Products and then put in bids to pre-book Products(s) at specified times and reimbursement costs (assuming sellers have offered such Products).

IMPORTANT: If you do book a Product, you’re obligated to pay for the Product regardless whether you actually take that particular Product — so if you forget about your obligation, you still must pay for the obligation. And because sellers commit to providing the Products that they schedule, buyers can “trade” Products that they’ve pre-booked. So if you pre-buy a seller’s commitment to deliver a Product, but then later you change your plans, you can use the PortalsX app to try to resell the seller’s commitment to see if you can recoup some or all of what you paid for it.

(c) PortalsX makes money on a commission basis (presently $0.25 per Product transaction.)

(d) More details are spelled out in the General Terms & Conditions Relating to General Capacity Unit Transfers  

 

1.3 Who is “PortalsX” (the company)?

1.3.1. PortalsX companies: For purposes of this Agreement, the term “PortalsX” refers to one of two companies, depending on where you are using the Platform.

(a) If you are using the Platform within the United States and its territories, then the term “PortalsX” refers to SimpsX Technologies LLC, a Delaware limited liability corporation, which has offices at 12335 KingsProduct #418, Houston, Texas, 77024.

(b) If you are using the Platform elsewhere, then the term “PortalsX” refers to SimpsX Technologies Cayman Limited, with offices at Walkers, PO Box 908 GT, Walker House, George Town, Grand Cayman, Cayman Islands, British West Indies.

1.3.2. “We” and “us”: Sometimes this Agreement uses the terms “we” and “us” and “our”; those terms refer to PortalsX as defined above.

1.4 What are we asking you to certify, and why?

1.4.1. Effect of your certifications: When you sign up to use the Platform as a seller, a buyer, or both, one of the legal effects of doing so is that you will be certifying the things below; for this purpose, the term “certify” means that you declare that those things are true with the intent that we (and others) rely on your truthfulness in doing business with you.

1.4.2. Purpose of certification: Your certifications help reassure other users of the Platform that you’re an upstanding, law-abiding member of the community — just as their certifications help reassure you about them. If you cannot make these certifications honestly and fairly, you may not use the PortalsX Platform.

1.4.3. Age: You certify that you are at least 18 years old — or, if you must be even older than that to enter into a binding contract in your jurisdiction, then you certify that you are at least that old.

1.4.4. Accurate information: You certify that all registration information you have provided to us is complete and accurate in all material respects. (As just one example, any photo of yourself that you upload to the Platform must actually be of you; the photo must be reasonably recent and without significant alteration such as disguises.) If we ever have grounds to suspect otherwise, we may at our discretion suspend your access to the Platform until the issue is cleared up.

1.4.5. Corporate standing: If you are entering into this Agreement on behalf of a corporation, partnership, or other organization having its own legal existence, you certify, on its behalf, that the organization (1) has been duly formed, (2) is in good standing in all jurisdictions where it is required to be so, and (3) has all necessary legal authority and power to enter into this Agreement.

2.0 Your responsibilities

2.1 The Rules (for both sellers and buyers)

2.1.1. Introduction:These Rules apply whenever you are using the Platform either as a seller or as a buyer (or seeking to do either).

2.1.2. Agreement compliance: You must not seek Products or buyers, nor actually accept or give Products, unless you are in compliance with all of the requirements of this Agreement that apply to you as a seller or buyer. CAUTION: If you don’t provide a Product that you previously committed to providing, you could lose some money unless you have “traded” the Product to another PortalsX user.

2.1.3. Legal compliance: While driving or riding or walking or sitting, you must comply with all applicable laws; this applies not just to sellers (who must obey, for example, traffic laws or general laws) but to buyers too (who must obey, for example, open-container laws or general law).

2.2 The General Rules

2.2.1. Changes to the Platform: We reserve the right to modify the Platform at any time, in our sole discretion.

2.2.2. Current personal information: You must keep up to date the payment information and other personal information that we ask for in the signup process for the Platform. You agree that we may suspend your access to the Platform if your information becomes out of date.

2.2.3. “Lending” of user account: You must not let someone else access or use the Platform under your user name.

2.2.4. Resale: You must not resell access to the Platform to anyone else except to the extent, if any, permitted by the applicable service plan.

2.2.5. Reverse engineering, etc.: You must not disassemble, decompile, or otherwise reverse-engineer any aspect of the Platform nor of the mobile app or other software used in providing the Platform.

2.2.6. Software limitations: You may not work around any mechanism that may be built into the PortalsX software and/or its installation routine(s) to enforce limitations such as (for example) time, geography, etc.

2.2.7. Copying, etc.:

(a) You must not make or distribute copies of, or create derivative works based on, any content provided via the Platform, other than your own content or as expressly authorized in writing by PortalsX or other owner of the content.

(b) You must not otherwise infringe anyone else’s copyright, trademark, trade secret, or other intellectual property right in connection with your use of the Platform.

2.2.8. Interference: You must not interfere with others' use of the Platform.

2.2.9. Hacking: You must not access anyone else's information stored on the Platform without proper authorization.

(a) This prohibition encompasses seeking to trace any information about, or owned by, any other user of the Platform.

(b) This prohibition applies, but is not limited to, personal identifying information and financial information of other users of the Platform.

2.2.10. Proper identification:

(a) You must not use someone else's user name and password to access the Platform.

(b) You must not otherwise impersonate anyone else in connection with the Platform.

(c) You must use your full, correct, legal name as shown in your valid government-issued identification (for example, your seller’s license or passport) in signing up for or accessing the Platform. (This does not rule out your use of login names or handles.)

2.2.11. Security measures: You must not probe or attempt to breach the security measures of the Platform or any network associated with it.

2.2.12. Doxing: You must not publish or otherwise disseminate information or images (personal or otherwise) about any other user of the Platform without that other user’s specific authorization.

2.2.13. Network burden: You must not take any action that unreasonably burdens the Platform, any network associated with it, or any other network associated with PortalsX. This could include, for example (but not as a limitation), bandwidth usage that PortalsX judges to be excessive.

2.2.14. Spoofing: You must not engage in spoofing, for example, disguising the origin of any transmission you send to PortalsX via the Platform or any network associated with it.

2.2.15. Access methods: You must not use a bot, screen scraper, Web crawler, or any other method to access the Platform or any content stored at the Platform, other than the user interface provided by PortalsX.

2.2.16. Export controls: You must not export or re-export goods or technical data in violation of law.

2.2.17. Harmful content: You must not use the Platform to transmit or store any of the following:

(a) viruses, Trojan horses, bots, crawlers, keystroke recorders, or other malware of any kind;

(b) information or other content owned by someone else without their permission;

(c) information used or intended to be used (i) in any unlawful manner, (ii) in connection with any unlawful purpose, or (iii) in any manner that in PortalsX’s judgment could expose PortalsX or any other user of the Platform to a risk of liability;

(d) content that is unlawful, obscene, or offensive according to the standards in the geographic community where you are using the Platform;

(e) content that violates any other acceptable-usage policy that PortalsX might publish from time to time (we will give you notice if we do so).

2.2.18. Unreasonable- or unlawful use: Without limiting your other obligations under this Agreement, you must not use the Platform:

(a) in a manner that qualifies as a nuisance;

(b) in any other unreasonable manner;

(c) in any manner that violates the law — for example, and without limitation, as part of anyone’s illegal activity; or

(d) as part of transporting hazardous materials.

2.2.19. Identification: There might be situations in which we ask you to provide some sort of proof of identity; if we do ask, you must comply with the request.

2.2.20.Filters & blocking: You must not bypass filters or blocks, for example if you are blocked by another Service user or by PortalsX.

2.2.21. Multiple accounts: You must not establish multiple user accounts to engage in one or more unreasonable actions — and without limiting this restriction, if your account is temporarily- or permanently suspended, you must not create another account.

2.2.22. No attempts, etc.: Wherever this Agreement prohibits (or restricts) you from doing something, you also must not:

(a) attempt to do it; nor

(b) induce, solicit, allow, or knowingly help anyone else to do so, whether for your benefit or otherwise.

2.2.23. Reimbursement frequency: We will pay you your earned reimbursements no less often than monthly.

2.2.24. Reimbursement limits: We reserve the right to impose minimum- and maximum limits on seller reimbursements, both per-Product and during any given time period. We will let you know if we do so in advance of your signing up to provide a Product.

2.2.25. Minimum payment threshold: We reserve the right to hold your reimbursement payments until your earned reimbursements are equal to or greater than a threshold amount that we establish from time to time.

2.2.26. Taxes: It’s your responsibility to comply with all applicable tax laws, including reporting and paying any tax you might owe for your reimbursements you receive through the PortalsX Platform. Because PortalsX provides on-line commuter matching Platform that includes a forward market for trading of Products, sellers will not be receiving a W-2 or a Form 1099-MISC from PortalsX so sellers will need to account for receipts appropriately under applicable tax laws.

2.3 What could happen if you don’t comply with your obligations?

2.3.1. Suspension: We may temporarily or permanently suspend your access to the Platform if we have reason to believe you might not be in compliance with your obligations under this Agreement. We may in our sole discretion give you an opportunity to discuss any such suspension of access; our final decision, however, will be in our sole discretion and not appealable.

2.3.2. Breach of contract: If you violate your obligations under this Agreement, you might also be liable for breach of contract.

2.3.3. WE RESERVE THE RIGHT to report potentially criminal conduct to law enforcement authorities and to turn over to authorities any and all potentially relevant information in our possession, including without limitation any personal information about you; YOU IRREVOCABLY CONSENT to our doing so.

3.0 General provisions

3.1 What if a seller and a buyer have “issues”?

3.1.1. Chargebacks: If a buyer causes a chargeback for a Product — even if the chargeback is fraudulent — we reserve the right to dock the seller’s reimbursement for the amount of the chargeback (less a proportional docking of our commission as well).

3.1.2. seller-buyer disputes: We have no obligation to “referee” or otherwise get involved in any dispute between a seller and a buyer.

4.0 Limitations and disclaimers of liability

4.1 Warranty disclaimer

4.1.1. NO WARRANTIES. PortalsX — for itself, its suppliers, and the PortalsX Protected Group, defined below — DISCLAIMS all warranties, representations, conditions, and terms of quality, whether express or implied, for: (i) the Platform itself; (ii) the software, mobile or

4.1.2. DISCLAIMER OF LIABILITY. PortalsX DISCLAIMS ANY RESPONSIBILITY FOR: THE ACTIONS, ERRORS, OR OMISSIONS OF ANY PLATFORM USER; THE TRUTH OR ACCURACY OF ANY INFORMATION PROVIDED BY ANY PLATFORM USER; THE FAILURE BY ANY PLATFORM USER TO COMPLY WITH THESE TERMS OF USE OR APPLICABLE LAW.

4.1.3. LIMITATION OF LIABILITY: To the extent permitted by law, the total liability of PortalsX Protected Group for any claim is limited to $100 USD. You agree that NO ONE IN THE PORTALSX PROTECTED GROUP (defined below) WILL EVER OWE YOU MORE THAN $100 FOR ANY CLAIM OF HARM TO YOUR PERSON OR PROPERTY— of any kind, and under any kind of legal theory — that might arise out of or relate to (i) this Agreement, and/or (ii) your use of the Platform as a seller and/or as a buyer.

Disclaimer of Consequential, Punitive or Special Damages: You WAIVE any and all claims for consequential, incidental, punitive, exemplary, or special damages. For added clarity, “consequential” damages refers to monetary loss from “uncommon harm,” i.e., harm that might have been foreseeable but that would not normally be expected to occur in the usual course of things; all such damages are WAIVED even if any member of the PortalsX Protected Group had reason to know, or actually knew, of the possibility of the uncommon harm.

4.1.4. California release law: You WAIVE any applicable benefit of Section 1542 of the California Civil Code, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

4.2 Other liability-limitation matters

4.2.1. Definition: The term “PortalsX Protected Group” refers to:

(a) PortalsX itself;

(b) its parent company or companies, subsidiaries, and affiliates, if any (to be interpreted in the broadest possible manner); and

(c) the officers, directors, employees, managers, members, partners, limited partners, agents and owners of each of the individuals and organizations listed in subdivisions (a) and (b).

4.2.2. Expanded application: The warranty disclaimer and limitations of liability of this section 4 are intended to be enforced to the maximum extent permitted by law:

(a) regardless whether the relevant claim or claims for monetary relief are based on rights under this Agreement; the law; or any other theory or argument;

(b) regardless whether any member of the PortalsX Protected Group knew or should have known about a particular risk;

(c) independently of one another, even if any particular remedy is held to have failed of its essential purpose.

4.2.3. Consumer law: Depending on the applicable law, some of the provisions of this section 4 might not apply to you.

5.0 General provisions

5.1 Amendment of this Agreement

5.1.1. PortalsX revision of this Agreement: We may revise any part or parts of this Agreement from time to time (but on a going-forward basis only).

(a) We will attempt to notify you of any revision to this Agreement by email and/or on the mobile app at least five business days before the effective date of the revision; we will specify that date in the notification. (If we need to revise this Agreement for legal reasons or to accommodate new functions or features of the Platform or its software, the revisions will take effect as soon as we make the notification.)

(b) If you do not wish to agree to the revision, you must cease using the Platform; if you do cease using the Platform, then the revision to this Agreement will not go into effect as to you.

(c) Otherwise, except as provided below, if you do use the Platform on or after the effective date of the revision, then that will constitute your agreement to the revision, and the revised Agreement will take effect retroactively as of the effective date of the revision specified in the notification.

5.1.2. Exception: If, before the effective date of a PortalsX revision to this Agreement, you have notified us of a claim against PortalsX by you, then:

(a) You may advise us by email, no later than that effective date, that you wish for the claim to be controlled by the pre-revision version of this Agreement, in which case it will be so.

(b) Your email under subdivision (a) must be from the email address that we have on file for you as a user of the Platform.

(c) If you do not so advise us, then the revised version of this Agreement will govern your claim.

5.1.3. May you modify this Agreement? No, unless an authorized representative PortalsX agrees in writing.

5.2 Intellectual property

5.2.1. Who owns the copyrights, trademarks, and other intellectual property associated with the Platform? Not you. (This might seem flippant, but it’s succinct, which helps keep the length of this document down.) Among other things, this means that you must not use any content or trademarks on the Platform without permission from its owner.

5.3 Arbitration

5.3.1. Arbitration requirement: Any “Covered Dispute” (defined in section 5.3.6) is to be resolved by binding arbitration in accordance with the Consumer Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”) in effect as of the date the demand for arbitration is submitted to the AAA. The Rules are available at the AAA Web site, www.adr.org; the current version of the Rules (as of August 2, 2019) can be found at https://www.adr.org/sites/default/files/Consumer Rules.pdf. NOTE: Rule R-9 of the AAA Consumer Arbitration Rules provides a procedure for a party to opt out of arbitration for small claims.

5.3.2. Streamlining: The arbitration tribunal is authorized and directed to take all reasonable steps to expedite and streamline the arbitration proceedings while giving each party a fair opportunity to present evidence, including but not limited to granting judgment on the pleadings and/or partial- or complete summary judgment when warranted by the facts and the law.

5.3.3. Class- or collection-action arbitration is not allowed.

5.3.4. Limitation on arbitrator authority: The arbitral tribunal will have no power:

to award punitive damages, exemplary damages, multiple (e.g., treble) damages, consequential damages, or similar relief; nor

(b) to order punitive sanctions against a party, in respect of an issue (or multiple issues), in the form of (i) preclusion of evidence or defense concerning the issue; or (ii) entry of judgment concerning the issue.

5.3.5. Delegation: Any determination of arbitrability — including without limitation any determination whether this arbitration agreement is enforceable and whether class- or collective-action arbitration is allowed for a particular dispute — is delegated to the arbitration tribunal.

5.3.6. Preliminary relief: We (or any of our affiliates owning intellectual property used in the Platform) may apply to any court for an injunction or other relief to protect intellectual property rights without waiving the right to compel arbitration.

5.3.7. Definition: The term “Covered Dispute” refers to any action or other dispute, in any forum, arising out of or relating to this Agreement or any transaction, or relationship, or occurrence resulting from it. ; In case of doubt, the term encompasses, without limitation, any and all claims that either you or we might bring, such as (again, without limitation) any claim of fraudulent inducement to enter into the Agreement generally and/or into this arbitration agreement specifically.

5.4 Other provisions

5.4.1. Assignment of this Agreement: You may not assign this Agreement, nor any right under it, without our prior written consent, which we may grant or withhold in our sole discretion. We may assign this Agreement in our sole discretion.

5.4.2. Changes to the Platform: We reserve the right to change the Platform (we hope to be continually improving it) and even to discontinue the Platform entirely (although we certainly hope that won’t happen), at any time and from time to time.

5.4.3. Contact authorization: You authorize us and our affiliates to contact you via text message or email at the then-current contact information that we have on file for you. We might offer you the ability to opt out of our contacting you; if you do opt out, however, that might preclude you from using the Platform.

5.4.4. Enforceability: If one or more terms in this Agreement is held to be unenforceable, that won’t affect the enforceability of the remaining terms.

5.4.5. Entire agreement: This Agreement is the entire, final, and exclusive agreement between you and us concerning your use of the Platform and our responsibility for it; any prior discussions between us, whether oral or written, are superseded by this Agreement. (From time to time we might (in our sole discretion) create special offers for things such as (for example) reward programs; referral programs; and the like. Such programs, if any, will be subject to this Agreement and to any supplemental terms that we announce in connection with the relevant offer.)

NOTE: The trading features available on the Platform are governed by a separate agreement at General Terms & Conditions.

5.4.6. Forum selection: Any Covered Dispute (defined in § 5.3.7) that is not required to be arbitrated — notably but not exclusively, actions to confirm or vacate an arbitration award — must be brought and maintained exclusively in the courts having jurisdiction in Houston, Harris County, Texas; each party submits to the jurisdiction of those courts for this purpose. If applicable law would not allow jurisdiction there, then the courts having jurisdiction in the largest city in the state of your residence will have exclusive jurisdiction.

5.4.7. Governing law: This Agreement is to be governed and enforced, and any Covered Dispute (defined in section 5.3.7) is to be decided, in accordance with the internal laws of the State of Texas that would apply to contracts made and performed entirely in Texas by residents of that state. NOTE: See the General Terms & Conditions for the law governing that agreement.

5.4.8. Parties’ relationship: Because the Platform is a “forward market,” sellers will not be receiving a W-2 or a Form 1099-MISC from PortalsX; you acknowledge that you are not entitled to any benefits from PortalsX or any related company, apart from any reimbursements due to you under this Agreement.

5.4.9. Language: By express agreement of the parties, this Agreement is written in and shall be interpreted for all purposes in accordance with the English language as used in the United States of America. (French translation: Les parties conviennent expresssément que le présent Accord ainsi que toutes ses annexes seront rédigés en langue Anglaise et interprétés par référence à la terminologie utilisée aux Etats-Unis.)

5.4.10. Personal information : You agree that we may store and use your personal information as stated in the PortalsX privacy policy at Privacy Policy.

5.4.11. Reliance disclaimer: You acknowledge that you are not relying — and you agree not to rely — on any representation, warranty, recommendation, advice, statement, or other communication, written or oral, by us, OTHER THAN those expressly stated in this Agreement.

5.4.12. Third-party beneficiaries: Neither you nor we intend to confer benefits on any third parties.

5.4.13. Third-party content: From time to time we might display third-party content as part of the Platform (for example, traffic- or weather information). WE ARE NOT RESPONSIBLE for any inaccuracies or other issues with such third-party content. We reserve the right to remove such content in our sole discretion, but we do not commit to screening or policing such content.

5.4.14. Waivers: If you don’t comply with this Agreement on a particular occasion and we “let it go,” we will still have the right to take action for any future compliance failure.

END