TERMS OF USE

NICT TERMS OF USE:

Please read these Terms carefully. By using NICT.co.uk or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and NICT (“Agreement”). We’ll start with the basics, including a few definitions that should help you understand these Terms. NICT (“NICT,” “we,” or “us”) is an online marketing platform (the “App”) that allows you to manage your contacts, and to create, send, and manage certain marketing campaigns, including, without limitation, emails, advertisements, and mailings (each a “Campaign,” and collectively, “Campaigns”), among other things. NICT 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 Standard Terms of Use (“Terms”) define the terms and conditions under which you’re allowed to use the Service following the Agreement, and how we’ll treat your account while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

Some features of the Service are offered as add-ons to your NICT account (“Add-ons”). Unless expressly stated otherwise, these Terms apply to the use of Add-ons. Some Add-ons are intended for particular use cases and may also have additional terms or restrictions (“Additional Terms”). Also, note that a Member’s account may have access to unique features of the Service based on their historic usage or status.

NICT uses Google Maps to provide certain features of the Service, and, as a result, we are contractually obligated to make our Members aware of certain terms related to the use of such features. Therefore, you acknowledge and agree that by signing up for an account and using the Service, you are also bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy).

When you download the App through the Apple App Store, Google Play or other app store or distribution platform (“App Provider”), you acknowledge and agree that: (i) these Terms are between us, and not with the App Provider, and that we are responsible for the Service, not the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the App; and (iv) the App Provider is a third-party beneficiary of these Terms as related to your use of the App, and the App Provider will have the right to enforce these Terms as related to your use of the App against you.

If you have any questions about our Terms, feel free to contact us.

Account

1. Eligibility

To use the Service, you must:

• be at least eighteen (18) years old and able to enter into contracts;
• complete the account registration process;
• agree to these Terms;
• provide true, complete, and up-to-date contact and billing information;
  By using the Service, you represent and warrant that you meet all the requirements listed above and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

NICT may refuse service, close accounts of any Members, and change eligibility requirements at any time.

2. Term

When you sign up for an account and agree to these Terms, the Agreement between you and NICT is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a NICT account or until you or we terminate the Agreement following these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

3. Closing Your Account

You or NICT may terminate the Agreement at any time and for any reason by terminating your NICT account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is paid, we’ll refund a prorated portion of your monthly prepayment for a Monthly. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. If your account is inactive for 24 or more months, we may terminate the account. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Campaigns. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.

4. Changes

We may change any of the Terms by posting revised Terms on our Website. Unless you terminate your account, the new Terms will be effective immediately and apply to any continued or new use of the Service. We may change the Service, Add-ons, or any features of the Service at any time, and we may discontinue the Service, Add-ons, 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 and any activity occurring in such account (other than activity that NICT is directly responsible for that isn’t performed following your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or 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 provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.

6. Account Disputes

We don’t know the inner workings of your organization or the nature of your relationships. 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 in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of NICT.

When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account.

Payment

7. Paid Monthly Plans and Audience

If you had a paid Monthly Plan on or before June 1st, 2019, the following Section 7 may not apply to you and your account. If it does not apply, an alternate version of Section 7 applicable to you and your account is available in your account (navigate to “Account,” then “Billing,” then “Monthly plans or credits”).

7A. Paid Monthly Plans

When you sign up for a paid monthly plan, you are required to self-select both your projected audience, as described in Section 7B below, and your package (together, your “Monthly Plan”) from those posted on our Website based on your anticipated use of the Service. Each Monthly Plan offers different pricing and feature options. Once you select your Monthly Plan, NICT will never automatically upgrade or downgrade your Monthly Plan. So, give yourself room to grow if you’ll need it! If you exceed your Monthly Plan usage limits (either by exceeding your audience or monthly email limits, or both), you will incur additional charges for the prior billing cycle based on your current Monthly Plan, which will be detailed on your bill and in your account. Before paying for your Monthly Plan for the first time, you will have an opportunity to preview the additional charges which would apply to your Monthly Plan should you incur them by exceeding your self-selected usage limits. If you decide to proceed, and you incur additional charges, you agree to pay them on or before the next Pay Date, as described below. You will always have the option to upgrade to a higher tier at any time. If you upgrade during a billing cycle, you may elect to upgrade your package, your audience limit, or both. If you elect to upgrade both, the upgrade amount for the package upgrade is calculated first, and the upgrade amount for the audience limit upgrade is calculated second. In any event, your monthly charge for that billing cycle will be calculated based on the number of days in that billing cycle during which you were at each of the lower tier and the higher tier (including any applicable additional charges for the higher tier). You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at the higher tier (including any applicable additional charges for the higher tier).

When you sign up for a Monthly Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date that you started your Monthly Plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If any part of a month is included in the Term, then payment is required for the full month. If you exceed your self-selected usage limits for your Monthly Plan, then you’ll have to pay additional charges (as described above) for the prior billing cycle on or before the next Pay Date, even if the Term. Billing for Monthly Plans may be paused, and you may choose to close your account permanently at any time.

7B. Audience and Archiving

You may have several types of contacts in your NICT account, but only contacts that you can engage through the Service count as contacts in your “audience” for purposes of your Monthly Plan. Subscribed, unsubscribed, and transactional (or e-commerce) contacts count towards your audience. Cleaned, pending, reconfirmed, deleted, and archived contacts do not count towards your audience. You may elect to archive contacts at any time, but any profile changes for an archived contact (whether initiated by you, the contact, or an integration) will automatically unarchive that contact. You cannot engage in any activity through the Service with archived contacts unless and until they are unarchived. If contact is unarchived, it will immediately count towards your audience for your current billing cycle and any future billing cycles unless and until archived again.

8. Debit and Credit Cards

As long as you’re a Member with a Monthly Plan or otherwise have an outstanding balance with us, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card and that all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you by email and suspend your account until your payment can be processed.

9. Refunds

You won’t be entitled to a refund or credit from us under any circumstances. We may, at our sole discretion, offer a refund, discount or credit.

10. Charges for Add-Ons

If you use an Add-on that has a charge, then you’ll be billed that additional amount with each billing cycle for as long as the Add-on is active. Your billing cycle for an Add-on may differ from your billing cycle for your Monthly Plan or other features of the Service, and certain Add-ons may require upfront payment for their entire billing cycle. If you use Mandrill to send bulk emails in violation of our Acceptable Use Policy, then we may charge you at the comparable plan or terminate your account.

11. Billing Changes

We may change our fees, including our charges for Monthly Plans, at any time by posting a new pricing structure to our Website or in your account and/or sending you a notification by email. Quoted fees don’t include sales or other transaction-based taxes of any kind.

Rights

12. Proprietary Rights Owned by Us and by You

We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets.

You represent and warrant that you either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) you submit to NICT in the course of using the Service (“Content”). You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) only as described in these Terms, our Privacy and Cookie Policy.

13. Privacy Policy

Your privacy is important to us. Please read our Privacy and Cookie Policy for information regarding how we collect, use, and disclose your Content and personal information and protect your privacy when you use the Service.

14. Right to Review Content and Campaigns

We may view, copy, and internally distribute Content from your Campaigns and account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Members and their contacts.

Rules and Abuse

15. General Rules

By agreeing to these Terms, you promise to follow these rules:

1. You won’t send spam!
2. You won’t use purchased, rented, or third-party lists of email addresses.
3. You’ll comply with our Terms of use policy, which forms part of these Terms.
   NICT doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you send a Campaign 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 organization that 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 organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
• a person or organization 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.

16. 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 NICT Member, please report it to our email: office@nict.co.uk. (Every email Campaign sent through the Service has an embedded campaign tracking ID in the email header, making it easy to report suspected spam.) If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us at the email address: office@nict.co.uk.

17. Bandwidth Abuse/Throttling

You may only use our bandwidth for your Content and Campaigns. We provide image and data hosting only for your use of the Service, so you may not host images on our servers for anything else. We may throttle your sending or connection through our API at our discretion.

18. Compliance with Laws

You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (“EU Data Privacy Laws”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements.

If you collect any personal information about a minor and store such information within your NICT account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

If you’re located in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EEA”), and/or distribute Campaigns or other Content through the Service to, and/or otherwise collect information through the Service from, anyone located in those countries (each such Member an “EEA Member”), you agree, represent and warrant (as applicable) to that:

1. You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that (a) satisfies the requirements of applicable data protection laws, (b) describes your use of the Service, and (c) includes a link to NICT’s Privacy and Cookie Policy.
2. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to NICT and to enable such data to be lawfully collected, processed, and shared by NICT to provide the Service or as otherwise directed by you.
3. You will comply with all laws and regulations applicable to the Campaigns sent through the Service, including those relating to (a) acquiring consents (where required) to lawfully send Campaigns, (b) the Content of Campaigns, and (c) your Campaign deployment practices.
4. You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable NICT to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end-users following and as described in the Privacy and Cookie Policy.
   In addition, if you are an EEA Member, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Privacy Laws, or we may direct any such contacts to you so that you can respond to the request accordingly.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 18.

19. Export Controls

Liability

20. Limitation of Liability

To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Website; (ii) 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; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

21. No Warranties

To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind concerning the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.

22. Indemnity

You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly 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 fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.

23. Equitable Relief

Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).

24. Subpoena Fees

If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney 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 third parties, linked websites, or other Members

Other Important Stuff

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. Force Majeure

We 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, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

28. Survivability

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

29. Severability

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

30. Interpretation

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

31. Waiver

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.

32. 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.

33. Further Actions

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

34. Notification of Security Incident

If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of us for such incident.

35. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel.

36. Entire Agreement

These Terms you’ve agreed to by enabling any Add-ons make up the entire agreement between us concerning its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate the corresponding Add-on.

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

Congratulations! You’ve reached the end.

Thanks for taking the time to learn about NICT’s policies.

Updated June 1, 2019.

NICT Presents