The Services include tokenized securities and blockchain-based infrastructure, which pose significant risks to you and your assets. This document contains important information about those risks and your rights and obligations. Please read it carefully before using the platform. By accessing or using the Website or Services, you accept and agree to be legally bound by these Terms.
These Terms of Service ("Terms," "Agreement") are entered into by and between you ("you," "User") and Portera Group Inc. ("Portera," "we," "our," "us"). These Terms govern your access to and use of portera.finance and its sub-pages, sub-domains, and integrations (collectively, the "Website"), as well as your access to, holding, and use of any tokenized securities or other instruments issued or made available through Portera, and any products or services of or affiliated with Portera.
You must read these Terms carefully before using the Services. By accessing or using the Services, you accept and agree to be bound by these Terms and all documents incorporated herein by reference. If you do not agree, you must not access the Website or use the Services.
Portera's services (the "Services") include the Website, any smart contracts or on-chain infrastructure used to issue, transfer, or manage tokenized securities (the "Protocol"), and all related tools, documentation, features, functionality, tokens, and products. The Services support the tokenization of private equity and pre-IPO securities and provide qualified investors with access to such instruments through on-chain, compliant infrastructure.
Portera and its affiliates cannot control, modify, prevent, or reverse interactions or transactions after they are submitted to the Protocol or an underlying blockchain network. The Website is not the sole method of interacting with the Protocol. You are expected to be familiar with the Protocol and its associated risks before accessing it.
Your full use of the Services may require you to pay transaction fees imposed by underlying blockchain networks ("Network Fees"). These fees are not levied by Portera, are determined by the relevant blockchain's rules, and are beyond Portera's control. Portera is not responsible for the payment, refund, or any other aspect of Network Fees.
The Website and Services are available only to users who:
By using the Website, you represent and warrant that you meet all eligibility requirements. Portera reserves the right to verify your eligibility at any time and to restrict, suspend, or terminate your access if you do not meet these requirements.
We reserve the right to withdraw, modify, or amend the Website and any Services at any time without notice. We will not be liable if all or any part of the Website or Services is unavailable at any time or for any period.
To access certain Services, you may be required to provide registration details, identity verification information, or connect a compatible digital wallet ("Wallet"). It is a condition of your use of the Services that you only connect a Wallet using private keys you created or for which you have explicit permission from the key holder.
You are responsible for:
Portera shall not be liable for any loss or damage arising from your failure to maintain the security of your Wallet or credentials.
You may access and use the Website and Services only for lawful purposes and in accordance with these Terms. You agree not to:
Portera facilitates the tokenization of private equity fund interests and pre-IPO shares into on-chain instruments ("Tokenized Securities"). The following applies to all Tokenized Securities available through the Services:
The sole basis for any investment decision should be the final offering document(s) for the relevant instrument, which contain the full objectives, terms, risks, and expenses. All information on this Website is provided for general informational purposes only and does not constitute an offer to sell or a solicitation to buy any security.
By accessing and using the Website or Services, you acknowledge and accept the following risks:
You agree to assume full responsibility for all risks associated with accessing and using the Website and the Services, and you expressly waive and release Portera from any and all liability, claims, or damages arising from your use of the Services or your interaction with any underlying blockchain technology.
The Website and its entire contents, features, and functionality, including all information, software, text, displays, images, video, audio, and the design and arrangement thereof, are owned by Portera, its licensors, or other providers of such material and are protected by applicable intellectual property laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, or transmit any material from the Website except as expressly permitted by these Terms or applicable open-source license.
The Portera name, logo, and all related product and service names, designs, and marks are trademarks of Portera Group Inc. and may not be used without our prior written permission. You agree not to use these marks in any manner that is deceptive, implies an unauthorized endorsement, or could cause confusion as to the origin of goods or services.
We welcome feedback and suggestions regarding the Services ("Feedback"). Any Feedback you provide becomes the sole and exclusive property of Portera, and you hereby assign to Portera all rights, title, and interest in and to such Feedback.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PORTERA DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE, OR CURRENT; (C) THE WEBSITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS.
NO INFORMATION OR STATEMENT MADE BY PORTERA, INCLUDING IN ANY DOCUMENTATION OR COMMUNICATIONS, CONSTITUTES A WARRANTY REGARDING THE WEBSITE OR THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PORTERA, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF PORTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL PORTERA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE AMOUNT YOU HAVE PAID DIRECTLY TO PORTERA IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
All information provided on or through the Website is for general informational purposes only and does not constitute legal, tax, accounting, financial, investment, or any other form of professional advice. You should not take or refrain from taking any action based solely on information available on the Website or through the Services. Before making any investment, legal, tax, or financial decision, you should seek independent advice from a qualified professional licensed in the relevant area. You acknowledge that you have not relied on Portera or the Website for any professional advice.
These Terms are not intended to create, and do not create, any fiduciary duties between Portera and you or any third party. To the fullest extent permissible by law, you agree that your use of the Website or Services does not cause Portera to owe any fiduciary duties or liabilities to you. Any such duties or liabilities are hereby irrevocably disclaimed, waived, and eliminated. The only duties and obligations Portera owes to you are those expressly set out in these Terms or that cannot be waived by applicable law.
To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Portera and its past, present, and future affiliates, officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:
These Terms and any dispute arising out of or relating to them or the Services shall be governed by and construed in accordance with applicable law, without giving effect to any conflicts of law principles that would cause the application of another jurisdiction's laws.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be subject to good faith negotiation between you and Portera for a period of thirty (30) days from the date notice is given. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration. The arbitration shall be conducted on an individual basis. You may not bring claims as a plaintiff or class member in any class, collective, or representative proceeding. The arbitral award shall be final and binding on both parties.
Any cause of action or claim arising out of or relating to these Terms or the Services must be commenced within six (6) months after the cause of action accrues; otherwise, such claim is permanently barred.
We may amend, modify, or replace these Terms at any time in our sole discretion. Revised Terms are effective immediately upon posting to the Website. By continuing to access or use the Services after revised Terms are posted, you agree to be bound by the revised Terms. You are responsible for reviewing these Terms each time you access or use the Services. If you do not agree to the revised Terms, you must immediately cease all use of the Website and Services.
Entire Agreement. These Terms, together with our Privacy Policy and any offering documents incorporated by reference, constitute the entire agreement between you and Portera regarding the Website and Services, and supersede all prior understandings and agreements.
Waiver and Severability. No waiver by Portera of any term or condition shall be deemed a continuing waiver or a waiver of any other term. If any provision of these Terms is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary and the remaining provisions shall continue in full force and effect.
Assignment. Portera may assign or transfer these Terms at any time without notice. You may not assign any rights or obligations under these Terms without Portera's prior written consent. Any attempted assignment by you without such consent is void.
Force Majeure. Portera shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemics, power or telecommunications failures, or other events beyond Portera's control.
Governing Language. These Terms are drafted in English. Any translations are provided solely for convenience. The English version controls in all cases.
If you have questions about these Terms, please contact us.