Terms of Service

Welcome to The Marketing Portal, an online digital asset marketing portal system designed for businesses and organisations to collaborate in order to improve their marketing productivity and profitability.
Please read these customer terms of service Customer Terms carefully before accessing or using The Marketing Portal service provided through our website.
The Website is operated by Incontrol Marketing Group Ltd, a private limited company registered in England with number 12391071 whose registered office is at Haddonsacre, Station Road, Offenham, Worcestershire, WR11 8YD , UK, US or >our. Our VAT number is 279 048 763.  These Customer Terms apply to all Customers who access or use the Service.
Please read these Terms carefully. By using The Marketing Portal or signing up for an account, you’re agreeing to our Data Processing Agreement, Privacy Policy and these Terms. This is a legal agreement. We’ll start with the basics, including a few definitions that should help you understand this agreement. Marketing Portal (“Marketing Portal” or the “Service”) is a marketing service including email offered through the URL supplied by your Administrator (we’ll refer to it as the “Website”) that allows you to create, send, and manage email newsletters (each message is called an “Email”) to individual recipients. Marketing Portal is owned and operated by Incontrol Marketing Group Limited (ICM), an English registered limited liability company (“Marketing Portal,” “we,” or “us”). Marketing Portal has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this agreement (or “you”).

These Terms of Use (“Terms,” including our Privacy Policy and Acceptable Use Policy define the terms and conditions under which you’re allowed to use The Marketing Portal, and how we’ll treat your account while you’re a Member. If you have any questions about our terms, feel free to contact us.

ACCOUNT

1. Eligibility

In order to use The Marketing Portal, you must:

1. be at least eighteen (18) years old and able to enter into contracts;
2. complete the registration process;
3. agree to the Terms; and
4. provide true, complete, and up to date contact information.

By using The Marketing Portal, you represent and warrant that you meet all the requirements listed above, and that you won’t use The Marketing Portal in a way that violates any laws or regulations. (Representing and warranting is like making a legally enforceable promise.) The Marketing Portal may refuse service, close accounts of any users, and change eligibility requirements at any time.

2. Term

The Term begins when you sign up for The Marketing Portal and continues as long as you use the Service. Clicking the button and entering your username means that you’ve officially “signed” the Terms. If you sign up for The Marketing Portal on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.

3. Closing Your Account

You or ICM may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend our Service to you at any time, with or without cause. If we terminate your account without cause, we’ll refund a prorated portion of your monthly prepayment. We won’t refund you if there’s cause, like a violation of these Terms or our Acceptable Use Policy. Once terminated, we may at ICMs discretion permanently delete your account and all the data associated with it, including your emails from our Website. If you don’t log in to your account for 12 or more months, we may treat your account as “inactive” and permanently delete the account and all the data associated with it.

4. Changes

We may change any of the Terms by posting revised Terms of Use on our Website and/or by sending an email to the last email address you gave us. Unless you terminate your account within ten (10) days, the new Terms will be effective immediately and apply to any continued or new use of The Marketing Portal. We may change the Website, the Service, or any features of the Service at any time.

5. Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorised the use. You’ll immediately notify us of any unauthorised use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only reset your password.

6. Account Disputes

We don’t know the inner workings of your organisation or the nature of your personal relationships, and we don’t arbitrate disputes over who owns an account. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content of the emails in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact information listed for that account.

PAYMENT

7. Monthly Payment Plans

Our direct charges for monthly plans are available by contacting ICM or your Administrator and will be charged on a 30-day credit basis. If any part of a month is included in the Term, then payment is due for the full month. Payments are due for any month on the 1^st of that month (Pay Date). If you go over your number of contacts, number of users or sending limit and reach another pricing level, then you’ll have to pay at the higher level on or before the next pay date. If the Term ends before that payment is due, you’ll still be required to make one payment at the higher level.

8. Charges for Add-Ons

Some features are offered as add-ons to your Marketing Portal account. If you add on a feature that has a charge, then you’ll be invoiced that additional amount with each billing cycle for as long as the add-on is active. Some add-ons are intended for particular use cases and may have additional terms or restrictions (“Additional Terms.”) If you use an add-on in a way that violates these Terms or the Additional Terms, then we may terminate your account. If you use The Marketing Portal and any add-ons to send bulk emails, in violation of our Acceptable Use Policy, then we may charge you at the comparable Marketing Portal pricing tier or terminate your account.

9. Billing Changes

We may change our fees at any time by posting a new pricing structure to our Website and/or sending you a notification by email.

RIGHTS

10. Proprietary Rights Owned by Us

You will respect our proprietary rights in the Website and the software used to provide The Marketing Portal (proprietary rights include patents, trademarks, service marks, trade secrets, and copyrights). You may only use our brand assets according to our Brand Guidelines.

11. Proprietary Rights Owned by You

You retain ownership of the materials that you upload to the Service. We may use or disclose your materials only as described in these Terms and our Privacy Policy.

12. Privacy Policy

We may use and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms.

13. Right to Review Email Campaigns

We may view, copy, and internally distribute content from your Emails and account to create algorithms and programs (“Tools”) that help us spot problem accounts. We use these Tools to find Members who violate these Terms or laws. For example, we study data internally to make The Marketing Portal smarter and create better experiences for senders and subscribers.

RULES AND ABUSE

14. General Rules

You promise to follow these rules:

• You won’t send Spam! By “spam,” we mean the definition on the Spamhaus website.
• You won’t use purchased, rented, or third-party lists of email addresses.
• You won’t violate our Acceptable Use Policy, which is part of this Agreement.
• If you use our API, you’ll comply with our API Use Policy.

The Marketing Portal does not allow accounts with the primary purpose of promoting or inciting harm towards others or the promotion of discriminatory, hateful, or harassing content. To this end, we may suspend or terminate your account if you send an email campaign, submit an advertisement or otherwise distribute any content that we determine, in our sole discretion, contains either of the following:

• A Threat of Physical Harm. This means any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
• Hateful Content. This means any statement, image, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:

• An organisation which has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm.
• A person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organisation as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm.
• A person or organisation that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.

If you violate any of these rules, then we may suspend or terminate your account.

15. Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from a Marketing Portal user, please report it, complete with a forwarded version of the email to abuse@incontrolmarketing.co.uk. The best way to tell whether an email was sent through Marketing Portal is that every Marketing Portal campaign has an embedded Campaign Tracking ID in the header that makes it easy to report suspected spam.

16. Bandwidth Abuse/Throttling

You may only use our bandwidth for your Marketing Portal emails. We provide image and data hosting only for your email campaigns, so you may not host images on our servers for anything else (like a website). We may throttle your sending or connection through our API at our discretion.

17. Compliance with Laws

You represent and warrant that your use of The Marketing Portal will comply with all applicable laws and regulations. You’re responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, EU Data Privacy Laws, or other laws. If you’re subject to regulations (like HIPAA) and you use our Service, then we won’t be liable if our Service doesn’t meet those requirements. You may not use our Service for any unlawful or discriminatory activities, including acts prohibited by English law or EU Regulation, or other laws that apply to commerce.

If you’re located in the European Economic Area (EEA) or send to anyone in the EEA, you represent and warrant that in creating your Email distribution list, sending Emails via The Marketing Portal, and collecting information as a result of sending Emails, you:

1. Will clearly describe in writing how you plan to use any data collected, including for your use of The Marketing Portal. You’ll get express consent to transfer data to The Marketing Portal and be processed, and you’ll otherwise comply with whatever privacy policy you have posted.
2. Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of email through The Marketing Portal.
3. Have collected, stored, used, transferred and if required archived or deleted all data relating to any individual in compliance with all data protection laws and regulations. You have the necessary permission to allow The Marketing Portal to receive and process data and send communications to that individual on your behalf.
4. Agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties.
5. Have signed a relevant Acceptable Use Policy including our Anti-Spam Policy.
6. EU Export Controls

The software that supports the Services (the “Software”) is subject to EU export controls. Export laws are set up by the respective government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements. None of the Software may be downloaded or otherwise exported or re-exported in violation of EU export laws. You’re downloading and using the Software at your own risk.

LIABILITY

19. Limitation of Liability

To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Services, including any downloads from the Website. We and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about the Service in any month will be no more than what you paid us for the Service the month before.

20. No Warranties

To the maximum extent permitted by law, we and our 3^rd party partners provide the material on the Website and the Service as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Since people use The Marketing Portal for a variety of reasons, we can’t guarantee that it will meet your specific needs.

21. Indemnity

You agree to indemnify and hold us, our Team and our 3^rd Party Partners harmless from any losses, including legal fees that result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal and attorney fees, that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms.

22. Legal Fees

If we file an action against you claiming you breached these Terms and we prevail, we’re entitled to recover reasonable legal and attorney fees and any damages or other relief we may be awarded.

23. Equitable Relief

If you violate these Terms then we may seek injunctive relief (meaning we may request a court order to stop you) or other equitable relief.

24. Subpoena Fees

If we have to provide information in response to a subpoena related to your account, then we may charge you for our costs. These fees may include legal and employee time spent retrieving the records, preparing documents, and participating in a deposition.

25. Disclaimers

We and our Team aren’t responsible for the behaviour of any advertisers, linked websites, or other Members.

26. Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

27. Choice of Law

English and Wales laws, except for conflict of laws rules, will apply to any dispute related to these Terms or the Service. Any dispute related to the Terms, the Privacy Policy, or the Service itself will be decided by the English courts, and each party will be subject to the jurisdiction of those courts.

28. Force Majeure

We and our 3^rd Party Partners won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

29. Survivability

Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

30. Severability

If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

31. Interpretation

The headers and sidebar text are provided only to make this agreement easier to read and understand. The fact that we wrote these Terms won’t affect the way this Agreement is interpreted.

32. Amendments and Waiver

Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

33. No Changes in Terms at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or group.

34. Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

35. Notification of Security Breach

In the event of a security breach that may affect you or anyone on your Email distribution lists (each a “List”), we’ll notify you of the breach and provide a description of what happened. If we determine, and notify you, that you need to forward all or part of that information to anyone on your Lists, you’ll promptly do so.

36. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or posted on our Website. Any notice from you will be effective when we receive it at Incontrol Marketing Group Limited, Haddonsacre, Station Road, Offenham, Worcestershire, WR11 8JJ, or any addresses as we may later post on the Website.

41. Entire Agreement

These Terms, our Privacy Policy, Acceptable Use Policy, API Guidelines (all of which are incorporated into these Terms by reference), and any additional terms you’ve agreed to by turning on specific features (“Additional Terms”) make up the entire agreement and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into these Terms when you activate the feature.

Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control.

Phew, well stuck out! You’ve reached the end. Thanks for taking the time to learn about The Marketing Portal’s policies.

Updated January 2018