ProPortals Terms of Service

Effective Date: Sep 10, 2025

Welcome to ProPortals

Here’s a plain-language overview of what these terms mean.

ProPortals is a service offered by Lumber Marketplace, LLC that allows businesses in the

United States to create their own branded customer portals. Through these portals, businesses

can display products, upload company info, invite customers, and securely accept payments via

ACH or credit card (processed by Stripe).

These Terms of Service outline your rights and responsibilities when you use ProPortals,

including our subscription terms, data policies, payment processing structure, and your

obligations as a business user.

To keep things simple:

We host the software — You get a dedicated subdomain and a customizable customer portal.
You manage your business — You control your content, pricing, and customer relationships.
We process payments on your behalf — ACH and card payments go to your connected account, subject to applicable processing rules.
We support your operations — But we don’t mediate your customer transactions.

These Terms are a legally binding agreement between you (our Customer) and us (ProPortals),

so please read them carefully before using the service. If you have questions at any time, email

us at support@proportals.com.

Please note: This overview is provided for clarity and convenience only. The full legal Terms of

Service below are the official agreement and will govern your use of ProPortals.

Definitions

For the purposes of these Terms of Service:

“ProPortals” (also referred to as “we,” “us,” or “our”) means the software platform and related services operated by Lumber Marketplace, LLC, which allow Companies to create and manage branded customer portals for commercial transactions, payments, and account management.
“Company” (also referred to as “you” or “your”) means the business entity that registers for and maintains a ProPortals account and uses the ProPortals Service to create a branded customer portal for its own business purposes. This includes your officers, employees, agents, and authorized contractors.
“Company Users” means individuals authorized by the Company to access and use the ProPortals Service on its behalf, including Company employees and contractors.
“End Customers” means the customers or clients of the Company who are granted access to the Company’s customer portal hosted on the ProPortals platform. End Customers may log in to place orders, view product listings, check order status, and make payments through credit card, ACH, or other available payment methods.
“Platform” means the cloud-based software services, websites, mobile applications, and any associated tools provided by ProPortals.
“Service” means the ProPortals platform and all associated features, tools, content, applications, payment and fulfillment capabilities, and integrations made available by ProPortals to Companies, Company Users, and End Customers.

1. Account Eligibility & Use

You must provide accurate business information and use the platform only for lawful,

commercial purposes. You're responsible for everything tied to your account, including who

accesses it and how it’s used.

To access and use the ProPortals platform (the “Service”), each user—whether a Company, a

Company User, or an End Customer—must create an individual account (“Account”) by

providing accurate, complete, and up-to-date information.

By creating or using an Account, you represent and warrant that:

You are at least 18 years old or the age of majority in your jurisdiction (whichever is greater);
You are using the Service solely for lawful business or commercial purposes (if you are a Company or Company User);
You have the authority to bind the business you represent (if applicable);
You will not misrepresent your identity or affiliation;
You agree to be bound by these Terms of Service.

You are solely responsible for all activity under your Account, including purchases,

communications, and any actions taken within a portal. You must keep your login credentials

secure and confidential. ProPortals is not liable for any unauthorized access resulting from your

failure to safeguard your credentials.

The email address you provide will serve as your Primary Email Address for all official

communications, including notices, billing, and legal updates. It must remain valid and regularly

monitored.

Use of the Service for any illegal or unauthorized purpose is strictly prohibited. You may not

violate any laws in your jurisdiction or that of another user, whether acting as a Company or as

an End Customer.

2. Setting Up Your ProPortal

Only one company can own and control each portal. That company is responsible for everything

that happens in its portal, including activity by authorized users.

2.1 Portal Ownership

Each ProPortals account is tied to a single business entity (the “Company”), which becomes the

exclusive owner and administrator of its branded customer portal (the “Portal”). The individual

who registers the Company’s account warrants that they are authorized to bind the Company to

these Terms. In such cases, the Company is the Portal Owner.

The Portal Owner has full control over the configuration and use of the Portal, including

branding, product listings, pricing, payment settings, credit terms, and access controls. Portal

Owners are responsible for:

All activity occurring within their Portal, whether by Company Users or End Customers;
Ensuring compliance with all applicable laws and regulations;
Managing their own customer relationships and transactions.

Each Portal is associated with a unique subdomain and cannot be transferred, split, or shared

across multiple Companies.

2.2 Company User Access

Companies may grant access to additional users (“Company Users”) such as employees or

contractors. Company Users may be assigned roles with varying levels of permission, but all

activity by Company Users is deemed the responsibility of the Company.

Portal Owners are responsible for ensuring that all Company Users:

Have valid and up-to-date contact information;
Operate under the Company’s authority;
Comply with these Terms.

Misuse by a Company User will be treated as misuse by the Company.

2.3 End Customer Access

Customers who are invited to or sign up for access to a Portal (“End Customers”) must also

create an Account and agree to these Terms. End Customers may:

View product listings and order details;
Submit purchase orders and payments;
Communicate directly with the Company through the Portal.

Each End Customer is responsible for the accuracy of their information and for any actions

taken through their Account. End Customers understand and agree that ProPortals does not

participate in or assume responsibility for the business relationship between a Company and its

customers.

3. ProPortals Rights

ProPortals owns the platform and grants you a limited right to use it. You agree not to misuse

the service, attempt to reverse engineer it, or claim ownership over our software or brand.

ProPortals retains all right, title, and interest in and to the Service, including all software,

documentation, visual interfaces, designs, logos, code, databases, and all other intellectual

property or materials developed, provided, or made available by ProPortals. Nothing in these

Terms conveys any ownership rights to you.

We reserve the right to:

Modify the Service at any time, including adding, changing, or discontinuing features or functionality;
Change subscription fees or pricing with prior written notice to your Primary Email Address or through your Account;
Suspend or terminate access to the Service for any Company, Company User, or End Customer that violates these Terms, causes harm to the Service, engages in fraudulent activity, or fails to cooperate with investigations;
Monitor use of the platform to ensure compliance, improve the platform, or fulfill legal obligations;
Enforce limits based on account type, subscription plan, or usage levels.

By using the Service, you grant ProPortals a non-exclusive, royalty-free, worldwide license to

use your content as reasonably necessary to operate the platform, provide support, enforce

these Terms, and fulfill our legal and compliance obligations.

We may also use de-identified or aggregated data derived from your usage for analytics,

product improvement, and benchmarking.

You may not copy, reverse engineer, modify, or attempt to extract the source code or data

structure of the Service unless expressly permitted by law.

4. Your Responsibilities

You're responsible for your conduct, content, and compliance with applicable laws when using

ProPortals. You agree to use the platform lawfully and in good faith.

When you use the Service—whether as a Company, Company User, or End Customer—you

agree to:

Provide accurate and complete information during account setup and keep it updated;
Use the Service only for lawful purposes, in compliance with all applicable local, state, and federal laws, regulations, and third-party rights (including data privacy and intellectual property rights);
Maintain the confidentiality and security of your login credentials, and notify us immediately of any unauthorized use or security breach;
Refrain from using the Service to upload, store, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable;
Not interfere with or disrupt the integrity or performance of the Service or other users’ access to it;
Respect the rights of other users, including Companies, Company Users, and End Customers;
Not circumvent any restrictions or access limits built into the platform;
Not impersonate any person or entity, or misrepresent your affiliation with any individual or organization in connection with your use of the Service.

If you are a Company, you are responsible for all activity that occurs under your Account,

including that of your Company Users and End Customers accessing your portal. You are also

responsible for ensuring your product listings, policies, order handling, and customer

interactions comply with these Terms and applicable law.

If you are an End Customer, you agree to use the portal provided by the Company for its

intended business purpose and to interact truthfully and fairly with the Company through the

platform.

ProPortals is not responsible for any disputes between you and another user. You agree to

resolve such disputes directly with the other party unless otherwise required by law.

You agree not to use the Service:

For any illegal or unauthorized purpose
To engage in deceptive, misleading, or harmful conduct
To interfere with or disrupt the integrity or performance of the Service
To upload or transmit viruses or malicious code
To access or attempt to access data belonging to another portal or customer
To send unsolicited, unlawful, or deceptive communications, including spam, phishing, or unlawful marketing via email, SMS, or any other channel.

5. Billing, Payments & Taxes

You agree to pay all applicable fees and authorize ProPortals to process payments, including

via ACH and Stripe. If you offer payment terms to your customers, you do so at your own

discretion and risk.

5.1 Platform Fees

If you are a Company, you agree to pay all applicable subscription fees, transaction fees, and

any other charges for access to and use of the Service, as outlined in your pricing plan or

agreement. ProPortals may update these fees with reasonable notice. Failure to pay may result

in suspension or termination of your Account.

All fees are charged in U.S. Dollars and are exclusive of any taxes unless otherwise stated.

5.2 Payment Methods and Authorization

Companies may receive payments from End Customers via ACH (automated clearing house)

transfers or credit card using Stripe. As a Company or End Customer, you authorize

ProPortals and its third-party payment processors (e.g., Stripe) to initiate and process these

transactions on your behalf, including:

Collecting and disbursing payments according to portal checkout settings;
Storing and using payment credentials securely for future authorized transactions;
Charging your selected payment method for purchases, refunds, or fees, as applicable;
Complying with all applicable banking and card network rules.

You agree to provide and maintain accurate banking and payment method details as required to

use the Service.

If a chargeback, dispute, or reversal is initiated by an End Customer, the Company is solely

responsible for handling and resolving the dispute with the End Customer. ProPortals does not

mediate disputes or issue refunds on behalf of Companies.

If ProPortals or its payment processor has already disbursed funds to a Company that are later

subject to a dispute, chargeback, or refund, ProPortals reserves the right to offset such amounts

against future payouts or invoice the Company directly to recover the disputed funds.

5.3 ACH Authorization

If you choose to pay or receive funds via ACH, you explicitly authorize ProPortals (and its

third-party payment processors) to initiate debit and credit entries to your designated bank

account for all amounts owed in connection with your use of the Service. This authorization

remains in effect until revoked in writing and does not affect your obligation to pay any

outstanding amounts.

You agree to resolve any payment errors in good faith and cooperate with ProPortals to correct

misapplied or rejected payments.

5.4 Taxes

Each user is solely responsible for determining and fulfilling their own tax obligations. This

includes, but is not limited to:

Sales taxes, use taxes, value-added taxes (VAT), and similar duties;
Reporting and remitting any applicable taxes to the proper authorities;
Ensuring compliance with tax documentation and exemption requirements, if applicable.

ProPortals does not collect or remit taxes on your behalf unless expressly agreed in writing. You

agree that ProPortals is not liable for any claims or penalties arising from your failure to pay

taxes or comply with tax laws.

6. Confidential Business Information

Both you and ProPortals agree to protect each other’s non-public, business-sensitive

information and not misuse or improperly share it.

Each party (the “Receiving Party”) agrees to treat all non-public, proprietary, or commercially

sensitive information disclosed by the other party (the “Disclosing Party”) as Confidential

Information, regardless of form or whether marked as confidential, if it would reasonably be

understood to be confidential under the circumstances.

6.1 Examples of Confidential Information include, but are not limited to:

Business plans, pricing structures, financial data, or payment terms;
Customer or supplier information;
Technical processes, source code, infrastructure designs, or documentation;
Information about the performance, availability, or security of the Service;
End Customer data submitted through a portal (including order history or payment methods);
Any information marked “confidential” or disclosed under circumstances that reasonably indicate confidentiality.

6.2 Obligations

The Receiving Party agrees to:

Use Confidential Information only to perform obligations under these Terms or as otherwise permitted in writing;
Take reasonable steps (no less protective than those used for its own confidential data) to prevent unauthorized use, access, or disclosure;
Share Confidential Information only with employees, contractors, advisors, or agents who:
- Need access to fulfill responsibilities; and
- Are bound by confidentiality obligations at least as protective as those in this section.

6.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

Was publicly known at the time of disclosure or becomes publicly available through no fault of the Receiving Party;
Was lawfully known to the Receiving Party without restriction before disclosure by the Disclosing Party;
Was independently developed without access to or use of the Disclosing Party’s Confidential Information;
Must be disclosed pursuant to a valid court order, subpoena, or applicable law—provided the Receiving Party (if legally permitted) gives prompt written notice and cooperates with reasonable efforts to obtain confidential treatment.

These confidentiality obligations will survive termination of these Terms and your use of the

Service.

7. Limitation of Liability and Indemnification

ProPortals limits its liability to the fullest extent permitted by law. You agree to indemnify us if

your misuse of the platform causes harm to others or to ProPortals.

7.1 Limitation of Liability

To the maximum extent permitted by law, ProPortals and its affiliates, officers, directors,

employees, contractors, service providers, and licensors (collectively, “ProPortals Parties”) will

not be liable to you or any third party for:

Any indirect, incidental, punitive, special, or consequential damages,
Loss of profits, revenue, data, business opportunity, goodwill, or other economic advantage,
Any damages resulting from your use of or inability to use the Service, or
Any delays, interruptions, errors, or omissions in the Service, even if ProPortals has been advised of the possibility of such damages.

In no event shall the total aggregate liability of ProPortals Parties for all claims arising under

these Terms exceed the greater of:

(a) the total fees paid by you to ProPortals in the twelve (12) months preceding the claim, or

(b) one hundred U.S. dollars ($100 USD).

The Service is provided “as is” and “as available.” ProPortals does not guarantee uninterrupted

or error-free availability, and temporary downtime may occur for maintenance, upgrades, or

events beyond our control.

7.2 Indemnification

You agree to defend, indemnify, and hold harmless the ProPortals Parties from and against any

and all claims, losses, damages, liabilities, settlements, costs, and expenses (including

reasonable attorneys’ fees) arising from or related to:

Your breach of these Terms;
Any activity by you or your Company Users or End Customers through your Portal;
Your violation of any applicable law or third-party rights, including intellectual property rights, privacy rights, or payment obligations;
Your use of third-party integrations or payment processing tools through the Service (including Stripe and ACH);
Any content or materials submitted, posted, transmitted, or otherwise made available through your Portal.

ProPortals reserves the right to assume the exclusive defense and control of any matter

otherwise subject to indemnification by you, in which case you agree to cooperate fully with us

in asserting any available defenses.

8. Ownership of Content & Data

You retain ownership of your content, and we retain ownership of ours. You grant us the rights

necessary to operate the service on your behalf.

8.1 Your Materials

“Your Materials” means all content, data, logos, product descriptions, pricing, images, videos,

trademarks, and other materials that you, your Company Users, or your End Customers upload

to or otherwise use in connection with your Portal.

You retain all rights, title, and interest in Your Materials. By uploading or submitting Your

Materials to the Service, you grant ProPortals a non-exclusive, worldwide, royalty-free,

sublicensable license to host, store, display, modify (solely for technical purposes, e.g.,

formatting), reproduce, and distribute Your Materials as necessary to provide the Service,

operate your Portal, and support related technical functions (e.g., backups, caching, indexing).

You represent and warrant that:

You own or have the necessary rights to upload and use Your Materials,
Your Materials do not infringe or violate any intellectual property rights or laws, and
Your Materials do not contain viruses, malware, or other harmful code.

ProPortals does not claim ownership of Your Materials and will not use them for purposes other

than operating or promoting the Service, unless otherwise authorized by you.

8.2 ProPortals IP

The Service and all content, software, infrastructure, visual interfaces, logos, trademarks,

copyrights, and other proprietary materials provided by ProPortals (“ProPortals IP”) are and will

remain the exclusive property of ProPortals and its licensors. You may not copy, modify,

distribute, reverse engineer, or create derivative works from any ProPortals IP, except as

expressly permitted under these Terms.

Nothing in these Terms grants you any rights to use the ProPortals name, trademarks, or

branding without our prior written consent.

9. Suggestions & Public Reviews

You may submit feedback or reviews. We can use your input to improve our services, but we

aren’t required to compensate you for it.

We appreciate feedback, comments, ideas, suggestions, and reviews you provide to us,

whether through the Service, by email, or otherwise (“Feedback”). By submitting Feedback, you

grant ProPortals a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable

right to use, reproduce, modify, adapt, publish, translate, distribute, and display such Feedback

in any media, for any purpose, without compensation to you.

You acknowledge that:

Feedback is provided voluntarily and is not confidential;
ProPortals may use Feedback to improve or enhance the Service without any obligation to you;
Any public reviews or ratings submitted by you must be accurate, honest, and based on actual experience with the Service.

We reserve the right (but not the obligation) to monitor, moderate, edit, or remove public

feedback or reviews that we believe violate these Terms or applicable law.

10. Copyright Infringement Claims

If you believe your copyrighted content is being used unlawfully on our platform, you may file a

formal notice. We respond to valid copyright takedown requests in compliance with the DMCA.

ProPortals respects the intellectual property rights of others and complies with the Digital

Millennium Copyright Act (“DMCA”). If you believe that content on a Company Portal or any part

of the Service infringes your copyright, you may submit a DMCA notice by providing the

following information to our designated copyright agent:

A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
Identification of the copyrighted work claimed to have been infringed;
Identification of the material that is claimed to be infringing and where it appears on the Service;
A statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

DMCA notices must be submitted to:

Copyright Agent

ProPortals Legal Department

[Insert Legal Address – same as Lumber Marketplace’s]

Email: legal@proportals.com

Upon receiving a valid DMCA notice, we may remove or disable access to the allegedly

infringing content and notify the affected Company or End Customer. We may also, in

appropriate circumstances, terminate the accounts of repeat infringers.

11. Privacy and Data Protection

We collect and process personal and business data as outlined in our Privacy Policy. By using

ProPortals, you agree to these practices.

By using the Service, you agree to the terms of the ProPortals Privacy Policy (the “Privacy

Policy”), which is incorporated by reference into these Terms. The Privacy Policy explains how

we collect, use, and protect the personal information of all users, including Company Users and

End Customers.

ProPortals may engage third-party service providers and subprocessors (including Stripe for

payment processing and Twilio for SMS delivery) to provide the Service. A current list of

subprocessors is available upon request.

By design, Company Users and End Customers may see each other’s names, roles, email

addresses, and/or phone numbers when using the Service (e.g., during orders, fulfillment, or

messaging). This visibility is essential to the operation of the Service.

ProPortals does not sell personal data. However, ProPortals may create, use, license, or sell

aggregated and/or anonymized data derived from Customer Data or usage of the Service,

provided that such data cannot reasonably be used to identify any individual person or

Company. This includes, but is not limited to, commercial datasets, benchmarking insights,

market reports, and analytics products.

As a condition of using the Service, you agree that:

You will comply with all applicable data protection and privacy laws in your jurisdiction and in your customers’ jurisdictions.
You will obtain all necessary rights and consents before collecting, using, or sharing any personal information of End Customers or other users through your Portal.
You are solely responsible for your own privacy practices, including any customer data collected, stored, or processed through your Company Portal.
You will not use the Service to collect sensitive personal information (such as health or financial data) unless required by your business, and then only in accordance with applicable law and with appropriate safeguards.

ProPortals may process personal information on your behalf as part of providing the Service. In

doing so, we act as a “service provider” or “processor” under applicable privacy laws. You

acknowledge and agree that:

ProPortals may store and process data in the United States or other jurisdictions as necessary;
ProPortals may access or disclose data if required by law or in the good faith belief that such access is necessary to protect the rights or safety of any party; and
ProPortals will take reasonable administrative, technical, and physical measures to protect the data you and your customers submit.

This section will survive termination of these Terms.

12. Contracting Entity

Your agreement is with ProPortals, operated by Lumber Marketplace, LLC, headquartered in

Tennessee.

If you are using the Service, then you are contracting with:

Lumber Marketplace, LLC D/B/A ProPortals

417 W. 7th Street, #877

Columbia, TN 38402

All references in these Terms to “ProPortals,” “we,” “us,” or “our” refer to Lumber Marketplace,

LLC, doing business as ProPortals.

This agreement is governed by the laws of the State of Tennessee and the United States,

without regard to conflict of law principles. You agree to bring any claims or disputes exclusively

in the state or federal courts located in Maury County, Tennessee, and you waive any objection

to such jurisdiction or venue.

You may not assign or transfer your rights or obligations under these Terms without our prior

written consent. We may assign these Terms without restriction.

13. Term and Termination

We may suspend or terminate access to the platform for violations of these terms or unlawful

activity. You can also end your use at any time.

These Terms remain in effect until terminated by either you or ProPortals.

13.1 Termination by You

You may terminate your Account and stop using the Service at any time by contacting us at

support@proportals.com. Termination is effective once we confirm your identity and deactivate

your Account.

If you are an End Customer, you may stop using your Customer Account at any time. Deleting

your Account or ceasing use does not relieve you of any outstanding payment obligations or

legal responsibilities incurred before termination.

13.2 Termination or Suspension by ProPortals

We may suspend or terminate your access to all or any part of the Service, including any

Account or Customer Account, at any time and without prior notice if:

You violate these Terms or any applicable law;
You engage in fraudulent, abusive, or harmful conduct;
We suspect unauthorized or unlawful activity associated with your Account;
Continued access creates legal or security risks for us, other users, or the integrity of the Service; or
You fail to pay any fees due.

We may also suspend or restrict specific functionality (such as payments) if needed to prevent

harm or address risk.

13.3 Effects of Termination

Upon termination of your Account:

Your access to the Service will cease;
All unpaid amounts become immediately due;
Any licenses or rights granted to you under these Terms will terminate;
ProPortals may retain certain business records, transaction data, and user information as required by law, for legitimate business purposes, or for audit and compliance obligations. ProPortals may delete other data, such as inactive Company content or inventory listings, after termination at its discretion.

Termination does not affect any rights or obligations that arose prior to termination, including

payment, confidentiality, indemnification, and limitations of liability, which shall survive.

14. SMS Messaging

You and your customers can choose to receive order updates by text message. These are

optional, you decide which ones you want, and you can stop them at any time.

ProPortals may provide functionality for you and your customers to receive text or SMS

message notifications regarding order status updates or other portal-related communications.

Use of this functionality is optional and requires prior opt-in consent from the recipient. By opting

in, you acknowledge and agree that:

Message frequency will vary depending on the selected notification preferences.
Standard message and data rates may apply from your mobile carrier.
You and your customers have complete control over which notifications (if any) are enabled.
Recipients may unsubscribe at any time by following the opt-out instructions provided in each message (e.g., replying “STOP”).
Without limitation, ProPortals is not responsible for any charges, delays, or delivery failures associated with email, SMS, or other electronic communications.

You represent and warrant that any use of SMS functionality through ProPortals will comply with

all applicable laws, carrier rules, and industry guidelines, including obtaining all required

consents from your customers prior to initiating messages. ProPortals sends such messages

solely as a service provider on your behalf and is not responsible for the content of messages or

compliance with applicable requirements beyond providing the technical platform.

15. Updates to These Terms

We may update these Terms periodically. Continued use of the platform after changes are

posted means you agree to the new version.

ProPortals may modify these Terms, the Service, or any features of the Service at any time to

reflect changes in law, improvements to the platform, or evolving business practices.

We’ll provide reasonable notice of material changes (for example, via email to your Primary

Email Address or a notice within your Account). What qualifies as a “material change” is at our

sole discretion, but generally includes significant changes to pricing, key functionality, or your

legal rights.

Your continued use of the Service following the effective date of any change constitutes your

acceptance of the updated Terms. If you do not agree to the changes, you must stop using the

Service and may terminate your Account under Section 13.

We are not obligated to continue offering any specific feature or functionality and may modify or

discontinue parts of the Service at any time.

16. Legal Details

These Terms are governed by Tennessee law. If there’s a legal dispute, it must be resolved in

Tennessee courts. These Terms contain the entire agreement between you and ProPortals.

16.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of

Tennessee, without regard to its conflict of laws principles. Any legal action or proceeding

relating to the Service or these Terms must be brought in a state or federal court located in

Maury County, Tennessee, and each party irrevocably submits to the jurisdiction of such courts.

You agree to resolve disputes with ProPortals only in your individual capacity, and not as a

plaintiff or class member in any purported class or representative proceeding.

16.2 Subdomains

All subdomains provided by ProPortals remain the property of ProPortals. Subdomains are

licensed to active subscribers for the duration of their subscription. Upon termination or

non-renewal, ProPortals may reassign the subdomain at its discretion. Unless otherwise

agreed, subdomains may be held for up to 60 days after termination before being reassigned.

16.3 Right to Refuse Service

ProPortals reserves the right to refuse service to any Company, Company User, or End

Customer for any reason, including where use of the Service creates legal, reputational, or

operational risk.

16.4 No Waiver

The failure of ProPortals to enforce any provision of these Terms will not constitute a waiver of

that right.

16.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions

will remain in full force and effect.

16.6 Force Majeure

ProPortals will not be liable for any delay or failure to perform due to causes beyond our

reasonable control, including acts of God, natural disasters, pandemics, government actions,

labor disputes, or internet or utility failures.

16.7 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior

written consent. We may assign or transfer our rights or obligations without restriction.

16.8 No Sale of Data / State Privacy Laws

ProPortals does not sell personal data. However, ProPortals may create, use, license, or sell

aggregated and/or anonymized data derived from Customer Data or usage of the Service,

provided that such data cannot reasonably be used to identify any individual person or

Company. This includes, but is not limited to, commercial datasets, benchmarking insights,

market reports, and analytics products.

To the extent required by state privacy laws (including CCPA/CPRA, Colorado, Virginia, and

others), ProPortals discloses its data handling practices in the Privacy Policy.

16.9 Entire Agreement

These Terms, along with our Privacy Policy and any additional agreements you enter into with

ProPortals, constitute the entire agreement between you and ProPortals with respect to the

Service, and supersede all prior or contemporaneous agreements, communications, and

understandings, whether oral or written.