1. Agreement and Acceptance
1.1 These Terms of Service (the “Terms”) are a contract between Portwatch LLC, a Massachusetts limited liability company (“Portwatch,” “we,” or “us”), and the organization or sole proprietor that creates an account or subscribes to the Service (“Customer” or “you”). They include our Privacy Policy and any terms shown to you at checkout for a specific purchase or promotion (an “Offer”). If an Offer conflicts with these Terms, the Offer controls for that purchase.
1.2 Acceptance. You accept these Terms when you check the box to accept them at sign-up or checkout, create an account, or use the Service, whichever happens first. They also apply to your use of the Service before you accepted them, including during any beta. If you accept for an organization, you confirm that you have authority to bind it.
1.3 Business use only. The Service is for business purposes only, not personal, family or household use. You must be at least 18 years old and use the Service from within the United States.
1.4 Signed agreements. If you and Portwatch have signed a written agreement covering the Service, that agreement controls to the extent it conflicts with these Terms.
2. The Service
2.1 Portwatch is an AI-assisted platform that helps people acquiring small and mid-sized businesses find and research companies and the people associated with them, and contact them across multiple communication channels (the “Service”). Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes during your subscription.
2.2 Restrictions. You will not reverse engineer or copy the Service, resell or sublicense access, use the Service or its output to build or train a competing product, bypass usage, seat or billing controls, or scrape or bulk-export data from the Service beyond its normal export features.
2.3 Changes. Portwatch has sole discretion to modify, add, suspend or remove any feature or functionality of the Service at any time. Portwatch will use commercially reasonable efforts to notify Customer and its users, by email or within the Service, before it makes a change to a generally available feature that materially affects Customer’s use of the Service. Portwatch is not required to give advance notice of a change that it makes to address a security, legal, regulatory or third-party provider issue, to correct a defect, or to a beta or preview feature. Features labeled beta or preview are provided “as is” and may change or end at any time.
2.4 Third-party providers. The Service depends on third-party providers, including for data, artificial intelligence, email and messaging connections, printing and payments. We may add, change or replace providers at any time, and you acknowledge that features, data coverage and performance may change as a result. We are not responsible for a provider’s outage, change or discontinuation.
2.5 Availability and support. We will use commercially reasonable efforts to keep the Service available, subject to service levels (if any) expressly set forth in an Offer. Support is available at support@portwatch.ai.
3. Accounts and Seats
3.1 Account structure. Accounts are organized in two levels. Each organization has one Admin Account, which belongs to the organization and not to any individual, and may have User Accounts under it. The person who creates the Admin Account is the initial owner and is responsible for billing and administration. The owner may transfer ownership to another member, and if the owner leaves, the organization must promptly name a new owner by written request to support@portwatch.ai. Portwatch may verify any ownership request and rely on that verification without liability. The organization remains responsible for all fees and account activity.
3.2 The platform fee applies to each seat. Each member of your organization, including the owner, uses one seat. We may refuse an invitation if payment for the added seat fails.
3.3 Each user needs an individual login, and credentials may not be shared. You are responsible for all activity under your Admin Account and your User Accounts, and must tell us promptly of any unauthorized use.
3.4 You must give accurate account and billing information and keep it current.
4. Plans, Fees and Billing
4.1 Subscription. Full access to the Service requires an active subscription. The platform fee is charged for each seat, monthly in advance, at the price shown at checkout, subject to price changes as described in Section 4.5. Payments are processed by our payment processor, Stripe, and you agree to Stripe’s terms for payment processing, which are presented at checkout.
4.2 Automatic renewal and cancellation. Your subscription renews automatically each month until you cancel. You can cancel at any time from the billing page. Cancelling stops the next charge, and your access continues to the end of the month you have paid for. We do not give partial-month refunds.
4.3 Taxes. Prices do not include sales, use or similar taxes. Wherever we are required to collect them, we add them at checkout.
4.4 Failed payments. If a payment fails, our payment processor retries the payment for a period of up to 30 days. You keep full access during that period, and the billing page warns the account owner. If every retry fails, the subscription ends and your account becomes view-only.
4.5 Price changes. We may change the platform fee and the price of credits. We will give at least 30 days’ notice by email of an increase to the platform fee, which takes effect at the beginning of the month specified in the notice. We may change the price of credits, the number of credits included in any plan, and the number of credits required to use any feature at any time. Changes to credit prices apply to purchases made after the change takes effect and do not affect credits you have already purchased.
4.6 Offers. A promotion or conversion offer has its own terms, shown when you accept it, which may include a minimum subscription period. If you accept an Offer with a minimum period, you agree to pay for the whole period, and cancelling earlier does not reduce the fees owed.
4.7 Disputed payments. If you think a charge is wrong, contact support@portwatch.ai before disputing it with your card issuer. We may suspend your account while a dispute is open.
5. Credits
5.1 Use. Actions that cost us money to perform, such as searches, research, contact lookups, AI drafting and handwritten letters, use credits. You buy credits in the Service at the price shown when you buy. The platform fee may include a certain number of starter credits as specified in the applicable Offer.
5.2 Nature. Credits are a prepaid right to use the Service. They have no cash value, cannot be transferred to another organization and are non-refundable once bought.
5.3 Expiration. Credits expire 12 months after purchase (or 12 months after your subscription start date in the case of starter credits). Unused credits stay on the account until they expire, including when the account is view-only, and can be used once you subscribe again.
5.4 Credit costs. The Service estimates how many credits each action uses. We may change that on 30 days’ notice, and a change applies only to actions you start after it takes effect.
5.5 Low balance. Before an action starts, the Service shows its estimated cost. If your balance is too low for the contemplated action, we show a message and a way to add credits instead of starting the action.
5.6 Failed actions and letters. If an action fails because of an error on our side, we restore the credits it used. Credits for a letter you cancel before it is printed are restored. Credits cannot be restored once a letter is sent for printing by you.
5.7 Forfeiture. If we end your access because you breached these Terms, unused credits are forfeited.
6. Cancellation, Refunds and View-Only Access
6.1 Subscription fees and credit purchases are non-refundable, except as these Terms state or the law requires. An account without an active subscription and no credit balance is view-only.
6.2 Allowed: signing in; viewing your projects, leads, research, pipelines and outreach history; managing your team, billing and settings; connecting accounts.
6.3 Not allowed: starting new searches, research, contact lookups, AI drafting or chats, or launching or sending campaigns, sequences or letters, and spending credits.
6.4 Running campaigns pause and send nothing, and they resume when your subscription is active again.
7. Customer Data
7.1 “Customer Data” means what you or your users submit to or create in the Service: your account and profile details, acquisition criteria and theses, uploaded documents and lead lists, notes, scores, and outreach drafts and history.
7.2 Ownership and privacy. As between us, you own Customer Data (excluding the aggregated data described in Section 7.4). We keep it private to your organization and do not disclose it to other customers.
7.3 License to Portwatch. You grant us a worldwide, non-exclusive license to host, process and use Customer Data to provide, secure and support the Service, to comply with law, and to enforce these Terms.
7.4 Aggregated data. We may create data from Customer Data that is aggregated, anonymized and redacted so that it does not identify you, any user, any individual or any specific company. We may use and share that data to operate, improve, benchmark and research the Service, including improving our own scoring and matching features. We do not use identifiable Customer Data to train shared or general AI models, and we will not try to re-identify aggregated data.
7.5 Your promises about uploads. You represent that you have the right to upload Customer Data and have us process it, and that you have given every notice and obtained every consent the law requires.
7.6 Export and deletion. You can export lead lists and other output while you have access, including when view-only. Once exported, the data is in your hands, and you are responsible for storing it securely, using it lawfully and deleting it when you no longer need it. After your account ends, we will delete Customer Data within 90 days, except as the law requires or in routine backups.
8. Research Data
8.1 Portwatch compiles information about companies and the people associated with them, such as owners and executives, from public sources and third-party providers (“Research Data”). We may keep Research Data and reuse it when other customers run similar searches.
8.2 License. We grant you a limited, non-exclusive, non-transferable license to use Research Data during your subscription for your own internal prospecting and outreach. Portwatch and its sources keep all rights in it.
8.3 No exclusivity. Other customers may find and contact the same companies and people, whether through Portwatch or independently. We do not promise exclusivity over any company, person, industry or location.
8.4 Restrictions. You will not resell, share or publish Research Data, use it to build or enrich a competing database, or use it to decide eligibility for credit, insurance, employment or housing, or for any purpose that would make Portwatch a consumer reporting agency.
8.5 No accuracy promise. Research Data may be incomplete, outdated or wrong. Verify it before relying on it. We do not promise that any contact detail is current, deliverable or consented to receive contact.
8.6 Removals. We may correct or remove records at any time, including at an individual’s request or where the law or a provider requires. When we tell you a record has been removed or a person has asked not to be contacted, you will stop using it.
8.7 Provider terms. Terms from our data providers may apply to your use of the data they supply, and we will make them available on request.
9. Outreach and Communications
9.1 Portwatch helps you contact the people you identify. The Service sends outreach under your own name and brand, from your own connected accounts, and only after you approve it, either message by message or by authorizing a campaign you set up.
9.2 You are the sender. You choose who to contact, what to say and when. You are responsible for complying with all laws that apply to your outreach, including CAN-SPAM, the Telephone Consumer Protection Act, state telemarketing and “mini-TCPA” laws, Do Not Call rules, postal rules, privacy laws and laws relating to the disclosure of AI-generated content, and with the rules of any email, messaging or social platform you use.
9.3 Opt-outs. You must honor any request from a recipient to stop contacting them, however it arrives, promptly and within the time the law allows. Portwatch does not keep opt-out or suppression lists for you. You are responsible for keeping your own list and for not contacting anyone who has asked you to stop. An opt-out applies to you as the sender and does not bind another Portwatch customer.
9.4 Email replies. Portwatch does not see replies sent to your email accounts. You are responsible for monitoring them.
9.5 Sign-off and required elements. Portwatch does not add an unsubscribe link, sign-off or postal address to your messages. You are responsible for including your identity, a valid postal address and any opt-out language the law requires, and for following mailbox providers’ sender requirements.
9.6 Texting and calling. The Service does not currently support texting or automated calling. If we add those features, additional terms will apply and you will remain responsible for compliance. We may show phone numbers, and any call you place is your own.
9.7 Letters. You are responsible for the content of letters. Our print provider may decline content that violates these Terms or the law. A letter cannot be cancelled once it is printed.
9.8 LinkedIn. If you connect LinkedIn, messages are sent through your account at your direction. LinkedIn’s rules may restrict automated activity, and LinkedIn may limit or close accounts. You accept that risk and are responsible for complying with LinkedIn’s terms.
9.9 Suspension. We may pause or stop outreach that generates complaints, harms deliverability or presents legal risk.
10. Connected Accounts
10.1 You may connect email, messaging and other accounts to the Service, either through the provider’s sign-in and consent screen or by giving us a credential you generate, such as an app password.
10.2 Authorization. You authorize Portwatch to use a connected account to send messages you approve and to provide the features you enable.
10.3 Your responsibility. You are responsible for having authority to connect each account and for complying with the provider’s terms. A provider may display warnings about the connection, require administrator approval, or change or end connection methods, which may stop a connection from working. You are responsible for obtaining any approval a provider requires.
10.4 Credentials that give broader access. Some providers issue credentials, such as app passwords, that give access beyond sending messages. If you connect an account this way, you choose to share that credential with Portwatch and accept the risks of doing so, including that the provider may change, restrict or end the credential and that anyone who obtains it could access the account.
10.5 Disconnecting. You can disconnect an account at any time, and features that depend on it will stop working. Disconnecting deletes our stored credential but does not remove the permission recorded with your provider, which you can remove in your provider’s account settings or by deleting the app password.
11. AI Features
11.1 The Service uses AI models, including models from third-party providers, to find and summarize information, score and rank companies, and draft outreach.
11.2 AI output may be inaccurate, incomplete or similar to output given to others. You are responsible for reviewing it before you send or rely on it, and you are solely responsible for content sent under your name.
11.3 Our commitments about training AI models on Customer Data are in Section 7.4.
11.4 As between us, you own output generated for you, to the extent the law allows and subject to the Research Data restrictions in Section 8.4.
11.5 You are responsible for any legal duty to disclose that content was AI-assisted, and you will not use the AI features for decisions with legal or similarly significant effects on individuals.
12. Acceptable Use
12.1 You and your users will not use the Service to:
- 12.1.1 violate any law or regulation, or encourage others to;
- 12.1.2 send deceptive or misleading messages, impersonate any person, or falsify sender details;
- 12.1.3 harass, stalk or threaten any person, or target people on the basis of a protected characteristic;
- 12.1.4 upload data in sensitive categories, such as government identification numbers, financial account numbers, health data, biometric data or data about children;
- 12.1.5 introduce malware, probe or test the Service’s security without permission, or interfere with its operation;
- 12.1.6 use Research Data in the ways Section 8.4 prohibits; or
- 12.1.7 infringe another person’s intellectual property or privacy rights.
12.2 We may investigate suspected violations and remove content, pause outreach or suspend access.
13. Intellectual Property and Feedback
13.1 Portwatch owns the Service, its software, and the Portwatch name and marks, and, subject to third-party rights, Research Data and data we source independently of you. You own Customer Data. Each party reserves all rights not expressly granted. You may give us feedback, and we may use it without restriction or payment.
14. Confidentiality
14.1 Each party will protect the other’s non-public information that is marked confidential or would reasonably be understood to be, using at least reasonable care, and will use it only to perform or receive the Service. Your acquisition criteria, theses, lead lists and outreach are your confidential information. This does not cover information that is public through no fault of the recipient, already known to it, independently developed, or received from a third party without restriction. A party may disclose information when compelled by law, after notice where legally allowed. These duties last for the term and three years afterward, and for trade secrets as long as they remain trade secrets.
15. Privacy
15.1 Our Privacy Policy describes how we handle personal information. You are responsible for the personal information you upload or collect through your own outreach and for complying with the laws that apply to it.
16. Suspension and Termination
16.1 By you. You may stop using the Service at any time and cancel as described in Section 4.2.
16.2 Suspension. We may suspend access for nonpayment after the retry period, violation of these Terms, a security threat, legal risk, or credible complaints about your outreach. We will give notice where practical and restore access once the issue is resolved.
16.3 Termination. Either party may terminate for the other’s material breach that is not cured within 10 days of notice. We may terminate immediately for repeated or serious violations of Acceptable Use. If we discontinue the Service, we will give at least 90 days’ notice and refund unused active credits at the price you paid.
16.4 Effect. When access ends, your account becomes view-only for 30 days for export, after which we may delete Customer Data under Section 7.6. Terms that by nature survive, including payment, data restrictions, disclaimers, indemnification, limitation of liability and disputes, remain in effect.
17. Disclaimers
17.1 THE SERVICE, RESEARCH DATA AND AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PORTWATCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ACCURACY. PORTWATCH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DATA IS ACCURATE OR DELIVERABLE, OR THAT USING THE SERVICE WILL PRODUCE REPLIES, MEETINGS, TRANSACTIONS OR REVENUE.
17.2 PORTWATCH IS NOT YOUR INVESTMENT ADVISER, BROKER-DEALER, LAW FIRM OR ACCOUNTING FIRM, AND THE SERVICE DOES NOT PROVIDE INVESTMENT, LEGAL, TAX OR ACCOUNTING ADVICE.
18. Indemnification
18.1 You will defend and indemnify Portwatch, its affiliates and personnel against third-party claims, and resulting damages, fines, settlements and reasonable attorneys’ fees, arising from Customer Data; your outreach, including claims by recipients or regulators under laws such as CAN-SPAM and the TCPA; your breach of these Terms; or your connected accounts. We will give prompt notice, you may control the defense, and we will cooperate reasonably. A settlement that imposes obligations on us needs our consent.
19. Limitation of Liability
19.1 TO THE MAXIMUM EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID TO PORTWATCH IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND ONE HUNDRED U.S. DOLLARS ($100). These limits do not apply to your payment obligations or indemnification obligations, or to liability that cannot be limited by law.
20. Disputes
20.1 Governing law. These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of Section 20.3.
20.2 Informal resolution. Before filing a claim or starting an arbitration, the party raising it will send written notice and the parties will try to resolve it in good faith for 30 days.
20.3 Binding arbitration. Except as stated in Section 20.5, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect when the arbitration starts. The arbitration will be seated in Boston, Massachusetts, and either party may ask that hearings be held remotely by video conference. The arbitrator must apply these Terms, including the limitations of liability, and may award only the relief a court could award to the individual party. Each party bears its own attorneys’ fees and costs, and AAA fees are allocated under the AAA rules unless the arbitrator decides otherwise. Judgment on the award may be entered in any court with jurisdiction. The arbitration, and all information exchanged in it, is confidential, except as needed to enforce an award or as the law requires.
20.4 Class action waiver. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitrator may not combine the claims of more than one person or preside over any class, collective or representative proceeding. If a court finds this waiver unenforceable as to a claim, that claim will be brought in court under Section 20.5 and stayed until the arbitration of the remaining claims is complete.
20.5 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek an injunction or other equitable relief in court to protect its intellectual property or confidential information. Any claim that is brought in court under these Terms must be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and each party consents to their jurisdiction.
20.6 Opt-out. You may opt out of arbitration by emailing support@portwatch.ai within 30 days after you first accept these Terms, with the name of your organization and a statement that you opt out of arbitration. If you opt out, disputes will be brought in court as described in Section 20.5. Opting out does not affect any other part of these Terms, including the class action waiver, which continues to apply to the extent the law allows.
21. Changes to These Terms
21.1 We may update these Terms. For material changes, we will give notice by email and in the Service at least 30 days before they take effect. Continued use after that date is accepted. If you do not agree, you may cancel before the effective date and will not be charged for any later period. Changes required by law, or that do not reduce your rights, may take effect immediately.
22. General
22.1 Assignment. You may not assign these Terms without our written consent. We may assign them in a merger, acquisition or sale of assets.
22.2 Notices. We may give notice by email to the account owner or in the Service. Notices to us go to support@portwatch.ai.
22.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
22.4 Entire agreement. These Terms, the Privacy Policy and any Offer are the entire agreement on their subject and replace earlier terms, including any beta terms.
22.5 Severability and waiver. An unenforceable provision is limited to the extent necessary and the rest continues. Failing to enforce a provision is not a waiver.
22.6 Other. The parties are independent contractors. There are no third-party beneficiaries. Electronic notices, records and signatures are valid. You will not use the Service in violation of United States export controls or sanctions.
23. Contact
23.1 Portwatch LLC, 328 Newbury St, STE 3, Boston, MA 02115. Questions and support: support@portwatch.ai.