Portlazon Vendor Terms of Service

Effective date: September 16, 2026

These Vendor Terms of Service (the “Vendor Terms”) are a binding agreement between UFL PNW LLC, doing business as Portlazon (“Portlazon,” “we,” “us,” or “our”), and the person or legal entity that applies to, registers for, or operates a seller account on Portlazon (“Vendor,” “you,” or “your”).

These Vendor Terms govern your access to and use of Portlazon’s websites, seller tools, marketplace, communications systems, payment features, and related services (collectively, the “Platform”). By creating a Vendor account, clicking to accept these Vendor Terms, listing a product, or selling through the Platform, you agree to these Vendor Terms and to any policies incorporated by reference.

If you accept these Vendor Terms for a company or another person, you represent that you have authority to bind that company or person.

1. Portlazon’s role

Portlazon operates a marketplace that helps customers discover and purchase goods from independent Vendors. Except where Portlazon expressly identifies itself as the seller of a particular product:

• the Vendor, not Portlazon, is the seller of record for the Vendor’s products;
• each sale is a transaction between the Vendor and the customer;
• Portlazon does not take title to, manufacture, possess, inspect, warrant, or guarantee Vendor products;
• Portlazon may provide storefront, checkout, payment-facilitation, messaging, promotional, shipping-rate, and order-management tools; and
• the Vendor is responsible for its products, listings, customers, order fulfillment, customer service, returns, refunds, warranties, legal compliance, and taxes, except to the extent applicable law imposes a non-waivable obligation on Portlazon.

Nothing in these Vendor Terms eliminates any obligation that applicable law places on Portlazon as a marketplace facilitator, marketplace provider, payment facilitator, or similar regulated party. Portlazon may collect, report, remit, or withhold taxes when it determines that law requires it to do so.

Portlazon is not a party to any separate agreement between a Vendor and a customer. Portlazon may, however, enforce these Vendor Terms and marketplace policies, communicate with customers, issue refunds or credits, cancel transactions, and take other actions reasonably necessary to operate or protect the Platform.

2. Eligibility and account information

To sell on Portlazon, you must:

• be at least 18 years old and legally capable of entering a binding contract;
• be located within a geographic area then supported by Portlazon;
• provide complete and accurate legal, business, contact, tax, banking, shipping-origin, and identity information;
• maintain all registrations, licenses, permits, certifications, and insurance required for your business and products;
• keep your information current; and
• complete any identity, business, tax, risk, or payment verification requested by Portlazon or its payment processor.

You are responsible for all activity under your account and for protecting your credentials. You must promptly notify Portlazon of suspected unauthorized access, a change in business ownership, a material change in operations, or inaccurate account information.

Portlazon may approve or reject any Vendor application in its sole discretion, to the fullest extent permitted by law. Approval at one time does not prevent Portlazon from later requesting additional information, limiting the account, or ending the Vendor relationship.

3. Independent business relationship

You operate an independent business. Nothing in these Vendor Terms creates an employment, agency, partnership, joint-venture, fiduciary, franchise, or representative relationship between you and Portlazon. You have no authority to make commitments on behalf of Portlazon.

You control the manner and means by which you operate your business, including your staffing, sourcing, production, inventory, pricing, packaging, and fulfillment, subject to these Vendor Terms and generally applicable marketplace standards. You are responsible for your personnel, expenses, insurance, payroll obligations, and all taxes arising from your business.

4. Product listings and Vendor content

You are solely responsible for every listing and all text, photographs, video, trademarks, product information, and other material you submit to the Platform (“Vendor Content”). Each listing must be truthful, complete, current, and not misleading. As applicable, a listing must accurately disclose:

• price, quantity, availability, condition, and variations;
• the identity of the manufacturer or maker;
• materials, ingredients, allergens, dimensions, weight, and country of origin;
• safety warnings, age restrictions, expiration dates, and care instructions;
• fulfillment or production time;
• shipping charges and restrictions;
• return limitations and whether an item is final sale; and
• any other information required by law or reasonably requested by Portlazon.

You represent and warrant that you own or have all rights necessary to sell each product and use all Vendor Content, and that neither the product nor the Vendor Content infringes, misappropriates, or violates any third party’s rights.

You grant Portlazon a worldwide, nonexclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, adapt, resize, format, publish, display, distribute, promote, and otherwise use Vendor Content for operating, improving, and marketing the Platform, your storefront, and your products. This license continues for a reasonable period after content is removed so Portlazon can complete existing transactions, maintain records, and use previously created marketing materials, unless prohibited by law.

5. Prohibited products and conduct

You may not list, offer, sell, or promote anything that Portlazon determines, in its sole discretion:

• is illegal, stolen, counterfeit, unsafe, recalled, deceptive, or fraudulent;
• infringes intellectual-property, privacy, publicity, or other rights;
• requires a license, prescription, registration, warning, or approval that you do not possess or provide;
• violates sanctions, import, export, consumer-protection, labeling, advertising, or product-safety rules;
• creates an unreasonable safety, financial, legal, operational, or reputational risk;
• violates these Vendor Terms or another Portlazon policy; or
• is otherwise inappropriate for the Platform or inconsistent with Portlazon’s marketplace standards.

You may not manipulate reviews or search results; create fake orders; misuse customer information; evade fees; direct a customer away from the Platform to avoid fees on a transaction initiated through Portlazon; interfere with another user; scrape the Platform; introduce malicious code; make false claims; impersonate another person; harass customers, Vendors, or Portlazon personnel; or use the Platform for unlawful or abusive activity.

6. Portlazon’s marketplace discretion

To the fullest extent permitted by law, Portlazon may, in its sole discretion and with or without advance notice:

• reject, edit, limit, reclassify, hide, unpublish, or remove any listing or Vendor Content;
• decline to feature or promote a product or Vendor;
• impose selling, inventory, transaction, payment, or account limits;
• delay or cancel an order;
• place a reserve or hold on funds where permitted by the payment arrangements and applicable law;
• require corrective action or additional documentation;
• suspend, restrict, or terminate a Vendor account; or
• refuse current or future access to the Platform.

Portlazon may exercise this discretion for any lawful reason, including safety, customer experience, suspected fraud, legal or payment risk, policy enforcement, inactivity, business strategy, or conduct that Portlazon believes may harm customers, other Vendors, Portlazon, or the Platform. Portlazon is not required to publish, continue carrying, or explain the ranking of any listing. Nothing in this section limits Portlazon’s obligation to complete legally required notices, payments, refunds, or other post-termination duties.

7. Pricing, fees, and promotions

You set your retail prices, subject to applicable law and Platform requirements. Unless Portlazon states otherwise in writing, Portlazon charges a marketplace fee equal to 6% of product revenue from each completed sale. Shipping charges, taxes, discounts, refunds, chargebacks, and payment-processing charges are treated as shown in the seller dashboard or applicable fee disclosure.

Payment-processing fees, refund fees, dispute fees, shipping-label charges, taxes, and other disclosed amounts may also be deducted from amounts otherwise payable to you. Portlazon may correct calculation or payment errors and offset amounts you owe against current or future payouts where permitted by law.

Portlazon may change or introduce fees by giving reasonable advance notice through the Platform, email, or an updated fee disclosure. Unless required to address fraud, abuse, legal requirements, or third-party costs, a fee change will apply prospectively.

Portlazon will not require you to fund a discretionary discount without your consent. You authorize discounts that you create or expressly join. Portlazon may separately fund marketplace promotions without reducing the net product price owed to you, except as disclosed when you join a promotion.

8. Payment processing and payouts

Payment services are provided by Stripe or another payment processor selected by Portlazon (“Payment Processor”). You must open and maintain an eligible connected payment account, accept the Payment Processor’s applicable terms, and provide all requested information.

If Stripe provides payment services, those services are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By accepting these Vendor Terms or continuing to operate as a Vendor, you agree to be bound by those agreements as they may be modified by Stripe. You authorize Portlazon to share information about you, your business, and your transactions with Stripe and other service providers as necessary to provide payment services, prevent fraud, comply with law, and operate the Platform.

Payout timing depends on order status, reserves, refunds, disputes, risk review, the Payment Processor’s rules, banking systems, and applicable law. Portlazon does not guarantee that funds will be available on a particular date. You authorize Portlazon and the Payment Processor to deduct or recover fees, refunds, credits, chargebacks, reversals, penalties, reserves, negative balances, and other amounts you owe in connection with your account or transactions.

You are responsible for chargebacks, payment disputes, refunds, fraud, and negative balances attributable to your products, transactions, conduct, or failure to fulfill an order. You must timely provide evidence requested for a dispute. Portlazon may decide whether and how to contest a dispute but does not guarantee a successful outcome.

9. Orders and fulfillment

You must maintain accurate inventory and promptly review new orders. You are responsible for safely and properly packaging products, purchasing or using appropriate postage, providing valid tracking when shipment tracking is available, and delivering the correct products to the address supplied with the order.

Unless Portlazon or the applicable product listing expressly permits a different processing period, an order that has not been marked shipped, fulfilled, ready for pickup, or otherwise completed within five business days after the order is placed becomes eligible for automatic cancellation. For purposes of this section, “business day” means Monday through Friday, excluding U.S. federal holidays. Eligibility does not require Portlazon to cancel an order, and Portlazon may cancel before or after that point when reasonably necessary.

If Portlazon cancels an unfulfilled order, you authorize Portlazon and the Payment Processor to issue the customer a refund and deduct or recover the corresponding amount and associated costs from you. You must not ship an order after receiving a cancellation notice. Repeated late fulfillment may constitute an Incident under Section 14.

You bear the risk of loss and responsibility for a product until delivery or completed pickup, except to the extent applicable carrier terms or law provide otherwise. You must promptly address packages that are lost, damaged, incomplete, sent to the wrong address due to your error, or materially different from the listing.

10. Customer service, returns, and refunds

You are the primary point of contact and are responsible for customer service concerning your products and orders. You must respond professionally and within a reasonable time to customer and Portlazon communications.

Unless a lawful and clearly disclosed product-specific exception applies, you must honor Portlazon’s published Shipping & Returns Policy. Under the current general policy, eligible items may be returned in new and unused condition within 14 days after delivery. Food, beverages, perishables, personal-care items, made-to-order products, and other properly disclosed items may be final sale where allowed by law.

You are responsible for approving and processing appropriate returns, replacements, cancellations, and refunds. If a product is damaged, defective, unsafe, incorrect, misrepresented, never delivered, or delivered late due to your act or omission, you are responsible for the refund or replacement and any reasonable return-shipping expense.

Portlazon may communicate with a customer, facilitate a resolution, or issue a refund, replacement credit, or other adjustment on your behalf when Portlazon reasonably believes it is required by law, these Vendor Terms, the Payment Processor’s rules, the published returns policy, or customer-protection and marketplace-integrity considerations. You authorize Portlazon to deduct or recover those amounts from you. Portlazon’s assistance does not transfer your customer-service responsibilities to Portlazon.

11. Product safety, recalls, and legal compliance

You are solely responsible for ensuring that your products, packaging, labels, advertising, storage, production, and sale comply with all applicable laws, rules, regulations, standards, and industry requirements. This includes, as applicable, product-safety, food and drug, agriculture, weights and measures, environmental, accessibility, privacy, advertising, consumer-protection, import, export, sanctions, and intellectual-property requirements.

You must maintain legally required permits, inspections, testing, warnings, records, and traceability information. You must immediately notify Portlazon of any actual or suspected safety issue, contamination, defect, adverse event, government inquiry, warning, seizure, or recall involving a listed product.

You are responsible for all costs associated with your product recalls and safety issues, including investigation, notices, customer communications, refunds, replacements, shipping, disposal, penalties, and reasonable costs incurred by Portlazon. Portlazon may remove affected listings, notify customers or authorities, suspend sales, and take other protective action without advance notice.

12. Taxes and documentation

You are solely responsible for identifying, calculating, collecting, reporting, filing, and paying all taxes, duties, assessments, licenses, and governmental charges arising from your business, products, personnel, income, and transactions, except for taxes that Portlazon or the Payment Processor is legally required to collect, report, withhold, or remit.

You must provide a complete and accurate Form W-9, Form W-8, or other applicable tax documentation when requested by Portlazon or the Payment Processor. The Payment Processor or Portlazon may issue Form 1099-K or another information return when required by law. Portlazon does not provide tax or legal advice and does not guarantee that a particular form will be issued.

You are responsible for determining whether you must register, obtain a seller’s permit, collect taxes outside the Platform, or make filings in any jurisdiction. You authorize legally required withholding and agree that Portlazon may suspend payouts or selling privileges until required documentation is received and verified.

13. Customer data and privacy

You may access customer personal information only as necessary to fulfill the customer’s order, provide requested support, comply with law, or perform another purpose expressly authorized by Portlazon and the customer. You may not sell customer information, use it for unrelated purposes, add a customer to a marketing list without legally valid consent, or contact a customer outside the Platform for unauthorized solicitation.

You must use reasonable administrative, technical, and physical safeguards to protect personal information; limit access to people who need it for an authorized purpose; retain it only as long as necessary; and securely delete it when no longer required. You must notify Portlazon immediately of any suspected loss, unauthorized access, disclosure, security incident, or legal demand involving Platform or customer data and cooperate with investigation and remediation.

14. Vendor performance, Incidents, and risk review

Portlazon may record a performance or compliance occurrence as an “Incident” when Portlazon reasonably determines that the Vendor was responsible for a material problem, including:

• failure to ship or fulfill on time;
• cancellation caused by unavailable or inaccurate inventory;
• an unresolved customer-service complaint;
• a substantiated damaged, defective, unsafe, counterfeit, incorrect, or materially misdescribed product;
• failure to provide a required refund, return, tracking update, document, or response;
• a chargeback, suspected fraud event, or misuse of customer information;
• violation of law, these Vendor Terms, or a Portlazon policy; or
• other conduct creating material customer, payment, legal, safety, or marketplace risk.

Portlazon will use reasonable judgment and may consider severity, available evidence, Vendor history, customer conduct, and corrective action. Duplicate reports arising from the same underlying event will ordinarily be treated as one Incident. Portlazon may disregard complaints it reasonably determines are fraudulent, abusive, or unsupported.

Three Incidents during any rolling 12-month period automatically place the Vendor account into risk-review status. Risk-review status may result in monitoring, a corrective-action plan, listing restrictions, payout reserves or holds where permitted, reduced selling privileges, suspension, or termination. Risk-review status is not a promise that Portlazon will wait for three Incidents before acting.

A single serious Incident—including suspected fraud, an illegal or dangerous product, a significant data-security event, intentional deception, repeated infringement, harassment, or conduct likely to cause substantial harm—may result in immediate listing removal, order cancellation, payout action, suspension, or termination.

15. Reviews, endorsements, and marketing

You may not create, buy, sell, condition, suppress, or manipulate reviews in a deceptive manner. You may not retaliate against a customer for an honest review or prohibit a customer from expressing an honest opinion. Any incentive for a review or endorsement must be lawful, offered without conditioning it on positive sentiment, and clearly disclosed.

Your advertising and promotional claims must be truthful, supported, and compliant with law. You must clearly disclose any material relationship affecting an endorsement, including payment, free products, employment, ownership, or family relationships.

You may truthfully state that you sell on Portlazon, but you may not imply that Portlazon manufactures, guarantees, certifies, sponsors, or endorses you or your products unless Portlazon has expressly authorized that statement in writing. You may use Portlazon’s names, logos, badges, and brand materials only under Portlazon’s then-current brand guidelines and permission.

16. Intellectual-property complaints

You must promptly respond to intellectual-property complaints concerning your products or Vendor Content. Portlazon may remove or disable access to material that is alleged to infringe rights and may provide relevant notices and contact information as permitted by law. Repeated or serious infringement may result in account termination.

You are responsible for resolving claims concerning your products and content. Portlazon’s removal of a listing does not constitute a determination that a claim is valid or invalid.

17. Records, audits, and cooperation

You must maintain complete and accurate business, transaction, sourcing, licensing, safety, fulfillment, customer-service, and tax records for the period required by law and, in any event, for at least four years after the applicable transaction unless a shorter period is required by law.

Upon reasonable request, you must provide records or other evidence necessary to verify compliance, respond to a customer or payment dispute, investigate fraud or safety concerns, process a recall, or respond to a governmental request. You must cooperate in good faith with Portlazon, the Payment Processor, carriers, insurers, and lawful authorities.

18. Suspension and termination

You may stop selling and request closure of your account, subject to pending orders, returns, disputes, payment obligations, record-retention requirements, and other surviving obligations.

Portlazon may suspend, restrict, or terminate your account or access to any Platform feature at any time, for any lawful reason, in its sole discretion, with or without advance notice. Where practical, Portlazon may offer an opportunity to correct a problem or request review, but is not required to do so.

After suspension or termination:

• you remain responsible for outstanding orders, customer support, refunds, chargebacks, recalls, taxes, fees, and other obligations;
• Portlazon may cancel pending orders or require you to complete them;
• Portlazon may withhold or reserve funds as permitted by law and the payment arrangements;
• your right to access or use the Platform ends; and
• provisions that by their nature should survive will survive, including payment, tax, data, intellectual-property, indemnity, disclaimer, limitation-of-liability, dispute, and recordkeeping provisions.

19. Vendor representations and warranties

You represent, warrant, and covenant that:

• you have authority to enter into and perform these Vendor Terms;
• all information you provide is accurate and complete;
• you will comply with applicable law and maintain required permissions;
• your products are authentic, legally saleable, reasonably safe, and accurately described;
• you own or have necessary rights to your products and Vendor Content;
• your products and conduct will not infringe or violate third-party rights;
• you will fulfill orders and honor legally required warranties, returns, and remedies; and
• you will not use the Platform for fraud, deception, or unlawful conduct.

20. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless UFL PNW LLC, Portlazon, and their owners, managers, officers, employees, contractors, agents, affiliates, successors, and assigns from and against claims, demands, investigations, proceedings, liabilities, judgments, settlements, penalties, losses, damages, recalls, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• your products, listings, Vendor Content, business, personnel, or conduct;
• injury, death, property damage, economic loss, or privacy harm allegedly caused by your product or conduct;
• your breach of these Vendor Terms or another applicable policy;
• your violation of law or third-party rights;
• your taxes, permits, employment obligations, or business registrations;
• a recall, refund, chargeback, customer dispute, or regulatory matter attributable to you; or
• your access to or misuse of customer or Platform information.

Portlazon will provide reasonable notice of an indemnified claim when practicable. You may not settle a claim in a way that admits fault by, imposes obligations on, or restricts Portlazon without Portlazon’s prior written consent. Portlazon may control the defense of any matter that could materially affect the Platform, its customers, or its reputation, at your reasonable expense when the matter is subject to your indemnity obligation.

21. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” PORTLAZON DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PORTLAZON DOES NOT GUARANTEE SALES, REVENUE, SEARCH PLACEMENT, PROMOTIONAL EXPOSURE, CUSTOMER DEMAND, CONTINUOUS ACCESS, ERROR-FREE OPERATION, PAYMENT TIMING, OR THE CONDUCT OF ANY CUSTOMER, VENDOR, CARRIER, PAYMENT PROCESSOR, OR OTHER THIRD PARTY.

Some jurisdictions do not allow certain disclaimers, so some of the foregoing may not apply to you.

22. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UFL PNW LLC, PORTLAZON, AND THEIR OWNERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL; OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE VENDOR TERMS, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE VENDOR TERMS WILL NOT EXCEED THE GREATER OF (A) THE PORTLAZON MARKETPLACE FEES PAID OR PAYABLE BY YOU DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations do not limit liability that cannot lawfully be excluded or limited.

23. Governing law and disputes

These Vendor Terms are governed by the laws of the State of Oregon and applicable United States federal law, without regard to conflict-of-law principles.

Before filing a lawsuit, you and Portlazon agree to give the other party written notice describing the dispute and requested resolution and to attempt in good faith to resolve the matter informally for at least 30 days. Notices to Portlazon must be sent to info@portlazon.com with the subject line “Legal Dispute Notice.”

Unless applicable law requires otherwise, any legal action arising out of or relating to these Vendor Terms or the Platform must be brought exclusively in the state or federal courts located in Multnomah County, Oregon, and each party consents to those courts’ personal jurisdiction and venue.

24. Changes to these Vendor Terms

Portlazon may update these Vendor Terms from time to time. Portlazon will post the updated version and revise the effective date. If a change is material, Portlazon will provide reasonable notice through email, the seller dashboard, or another reasonable method. Changes apply prospectively from their stated effective date unless an earlier date is required by law or needed to address an urgent security, fraud, abuse, or safety issue.

Your continued use of the Platform after updated Vendor Terms take effect constitutes acceptance. If you do not agree to an update, you must stop using the Platform and close your Vendor account, subject to outstanding obligations.

25. General terms

You may not assign or transfer these Vendor Terms or your Vendor account without Portlazon’s prior written consent. Portlazon may assign these Vendor Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or transfer of the Platform.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this does not excuse payment, refund, data-security, recall, or customer-protection obligations that can still reasonably be performed.

If any provision is held unenforceable, it will be modified only to the minimum extent necessary, and the remaining provisions will remain effective. A waiver must be in writing and applies only to the specific instance stated. Section headings are for convenience only.

These Vendor Terms, together with policies and fee disclosures expressly incorporated by reference, constitute the entire agreement between you and Portlazon concerning your use of the Platform as a Vendor and supersede prior or contemporaneous agreements on that subject. If these Vendor Terms conflict with a generally applicable Portlazon policy, these Vendor Terms control as to Vendors unless the policy expressly states otherwise.

Electronic acceptance and records have the same effect as signatures and paper records. Notices may be delivered through the Platform, seller dashboard, email, or another reasonable electronic method. You are responsible for keeping your email address current.

26. Contact

Questions about these Vendor Terms may be sent to:

UFL PNW LLC d/b/a Portlazon
Email: info@portlazon.com
Website: https://portlazon.com