myportal marketing
terms of service
IMPORTANT: These Terms of Service, together with the Order Form, constitute the complete agreement (the "Agreement") between MyPortal Marketing Inc. ("MyPortal") and the Customer.
GLOSSARY
The following definitions apply to this Agreement:
| Term | Definition |
|---|---|
| Agreement | These terms of service, the Order Form, and any attachments or addenda referenced therein.These Terms of Service, the Order Form, and any attachments or addenda referenced therein. |
| Confidential Information | This term refers to any non-public information that is shared between the parties during the course of the contract. |
| Customer | Refers to the party, which is the legally identified entity or individual engaging MyPortal Marketing to provide marketing services, as specified and identified in the Order Form. |
| Customer Data | Refers to all data and information provided by the Customer to MyPortal Marketing in connection with the marketing services, including, without limitation, customer contact lists, email addresses, and other data. |
| Edit | A minor adjustment to polish and enhance the quality of existing Marketing Materials or Customer Materials (e.g., correcting grammar, fixing typos, minor content alignment, or tweaking a Call-to-Action) that does not alter the core strategy or message. Edits are typically covered under the monthly Professional Services fee. |
| Feedback | Refers to any suggestions, ideas, or other feedback provided by the Customer or other Users to MyPortal Marketing related to the marketing services or MyPortal Marketing's offerings. |
| Fees | The total amount payable by the Customer to MyPortal for the Professional Services, including the Set-up Fee and ongoing monthly fees, as specified in the Order Form. |
| Force Majeure | This term refers to unforeseeable circumstances that prevent one or both parties from fulfilling their obligations under the contract. |
| Governing Law | This term refers to the law that will be used to interpret and enforce the contract. |
| Intellectual Property Rights | This term refers to any rights related to intellectual property, including patents, trademarks, copyrights, and trade secrets. |
| Marketing Materials | Refers to any programs, webinar recordings, eBooks, graphics, and articles created by MyPortal Marketing for the Customer in connection with the marketing services. |
| Order Form | Refers to the document submitted by the Customer to engage MyPortal Marketing to provide marketing services. |
| P1: Critical | A Priority Level indicating a complete failure of a business-critical system, total service unavailability, irreversible financial loss (e.g., uncontrolled spend), or catastrophic legal risk. |
| P2: High | A Priority Level indicating severe impairment of core functionality, affecting large user segments, or significant data gaps posing major operational threats. |
| P3: Standard | A Priority Level indicating routine operational issues, minor inconveniences, non-urgent requests, or cosmetic issues. |
| Professional Services | Refers to the marketing services to be provided by MyPortal Marketing to the Customer as set out in the Order Form. |
| Service Level Target (SLT) | The maximum allowable timeframes for MyPortal Marketing Inc. to provide an Initial Response and achieve Final Resolution for a reported issue, categorized by Priority Level. |
| System | Refers to the software and source code used by MyPortal Marketing to provide the marketing services. |
| Termination for Convenience | This term refers to a situation where one party to the contract is able to terminate the agreement for any reason or no reason at all. |
| User | Refers to any individual authorized by the Customer to access the System and use the marketing services. |
1. SERVICES
By submitting an Order Form, the Customer hereby agrees to the terms under which the Services are provided. Your use of the Services is subject to your payment of the set-up fee, as the case may be (the “Fees”). By accepting such Order Form, MyPortal hereby agrees to provide on a best efforts basis those Services during the set-up period (30 - 45 days after signing of the agreement) of marketing services.
Marketing Campaigns have a targeted go live date 30 days after set-up has been charged. This timeline is reliant on customer feedback, approvals and the proper requested assets to be provided to MyPortal. The 30-day timeline could be agreed to be shorter or longer as stipulated in the proposal.
If the Customer is not satisfied with the marketing services provided, the Customer shall promptly notify MyPortal Marketing Inc. in writing of the reasons for such dissatisfaction. MyPortal Marketing Inc. shall have the opportunity to remedy any deficiencies in the Professional Services provided within a reasonable time frame. If MyPortal Marketing Inc. is unable to remedy such deficiencies within a reasonable time frame, the Customer may terminate this Agreement upon written notice to MyPortal Marketing Inc. Any such termination shall not affect the Customer's obligation to pay any fees incurred prior to the date of termination. The Customer shall be responsible for paying for all Professional Services provided up to the effective date of termination, which includes all applicable Fees for the mandatory 30-day "out" period, which shall apply from the date of the termination notice. During this "out" period, MyPortal Marketing Inc. will continue to provide the Professional Services as per this Agreement.
2. SERVICES LEVELS, SCOPE MODIFICATIONS, AND SUPPORT
2.1. Support Request Protocol and Priority Levels
All support requests, technical issues, edits, and change requests related to the Professional Services must be submitted by the Customer through MyPortal Marketing Inc.'s dedicated online ticketing system. MyPortal Marketing Inc. will classify each submitted ticket into one of three mandatory priority levels—P1: CRITICAL, P2: HIGH, or P3: STANDARD—based on the business impact of the issue, as defined in the GLOSSARY.
2.2. Service Level Targets (SLTs)
MyPortal Marketing Inc. commits to the following Service Level Targets (SLTs) for all tickets submitted during Regular Business Hours (as defined in MyPortal Marketing Inc.'s internal documentation):
| Priority Level | Core Definition & Business Impact | Maximum Initial Response Time | Maximum Resolution Time |
|---|---|---|---|
| P1: CRITICAL | Complete failure of a business-critical system. Irreversible financial loss, catastrophic legal risk, or total service unavailability. No viable workaround. | 1 Hour | 1 Day |
| P2: HIGH | Severe impairment of core functionality, affecting large user segments or VIP clients. Significant data gaps or major operational threats. A cumbersome workaround may exist. | 4 Hours | 2 Days |
| P3: STANDARD | Routine operational issues, minor inconveniences, small data discrepancies, and non-urgent requests. Service is partially impaired or fully usable with minor issues. | 24 Hours | 5 Days |
MyPortal Marketing Inc. also maintains an
After Hours Protocol (9:00 AM EST to 11:00 PM EST, 7 days a week) solely for addressing and mitigating
P1: CRITICAL incidents. Issues classified as P2 or P3 outside of Regular Business Hours will be addressed starting at the next Regular Business Hour period.
2.3. Scope Modification: Edits vs. Change Requests
The Customer acknowledges the distinction between an Edit and a Change Request (CR), which determines whether the work falls within the scope of the monthly Professional Services fee or requires separate billing.
- Edits (Included in Fees): Minor adjustments and revisions intended to polish or enhance existing content or functionality are considered
Edits. These include, but are not limited to, fixing typos, correcting grammar, minor image alignment, or small text updates on existing pages. Edits are generally included within the monthly Fees.
- Change Requests (Billed Separately): Any request that requires a change to the core strategic direction, development of new features, significant repurposing of existing Marketing Materials, or modification to the contracted scope of work is considered a Change Request. MyPortal Marketing Inc. will notify the Customer if a request is deemed a Change Request. Upon confirmation by the Customer, such Change Requests will be billed separately at MyPortal Marketing Inc.'s then-current agency rate of $150.00 per hour unless otherwise stipulated in the Order Form or an agreed-upon Statement of Work (SOW). MyPortal Marketing Inc. reserves the right to decline any Change Request that materially interferes with existing deliverables or agreements.
3. FEES
Set up fee will be billed upon signature and submission of this agreement. The Customer acknowledges and agrees to pay MyPortal Marketing Inc. for ongoing marketing services in accordance with the rates specified in the Order Form. The Customer shall be billed monthly for such services and shall pay all invoices within thirty (30) days of the date of the invoice. MyPortal Marketing Inc. may adjust the rates for ongoing marketing services by providing the Customer with thirty (30) days' written notice of the adjustment. By continuing to use the marketing services after the effective date of the rate adjustment, the Customer shall be deemed to have accepted the new rates.
4. INTELLECTUAL PROPERTY & FEEDBACK
4.1. MyPortal and its licensors retain all right, title, and interest in and to the System, including without limitation all software and source code used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth the same. The Customer recognizes that the System and its components are protected by copyright and other laws.
4.2. Customer will retain ownership of all domains used for their website, as well as logos, Customer Data, and other content uploaded to the System by Customer (“Customer Materials”); provided, however, that Customer hereby grants MyPortal a limited license, during the Term, to use such Customer Materials to provide the Professional Services and the System to Customer. The Customer represents and warrants to MyPortal that it has full right, title, and authority in and to the Customer Materials.
4.3. MyPortal has not agreed to and does not agree to treat as confidential any Feedback that Customer or other Users provide to MyPortal, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict MyPortal’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the Customer’s Client or other User in question. The Customer hereby grants MyPortal a perpetual, irrevocable right and license to exploit Feedback in any and every way.
4.4. MyPortal shall have the right to collect and analyze data and other information relating to the Professional Services, use and performance of various aspects of technologies. MyPortal will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Professional Services and System and for other development, diagnostic and corrective purposes in connection with the Professional Services and other MyPortal offerings, and (ii) disclose such data solely in aggregate or other disidentified form in connection with its business.
4.5. Customer authorizes MyPortal to include the name and logo of Customer as a representative customer of MyPortal, including display of the Customer’s name and logo on MyPortal’s website and in its marketing materials, provided that Customer may withdraw this authorization at any time in general or in any particular instance.
4.6. IP Ownership and Return upon Termination. Upon termination of this Agreement, and subject to Customer's payment of all outstanding Fees, the Customer shall retain ownership of all Customer Materials and all Marketing Materials (including any programs, webinar recordings, eBooks, graphics, and articles) created for the Customer by MyPortal Marketing Inc. MyPortal Marketing Inc. shall have no further right or license to use the Customer Materials or Marketing Materials, except as necessary to wind down any ongoing Professional Services or for archival and record-keeping purposes as provided herein. Additionally, MyPortal Marketing Inc. shall provide the Customer with a copy of the website in HTML and CSS format, including all images and content, within 30 days of the date of termination. The Customer shall be responsible for uploading the website to their own CMS. All licenses and rights granted by the Customer to MyPortal Marketing Inc. for Feedback shall survive termination of this Agreement.
5. CONFIDENTIAL INFORMATION
5.1. During the Term and at all times thereafter, the Receiving Party shall protect any Confidential Information received from the Disclosing Party: (i) by limiting use and disclosure of the same to its employees, and/or authorized agents or independent contractors to the extent necessary for them to perform the Receiving Party’s obligations in this Agreement; and (ii) by exercising reasonable care to prevent unauthorized use or disclosure, which shall in no event be less than the same degree of care it uses to protect its own information of like importance from unauthorized use or disclosure.
5.2. If either party breaches its obligations with respect to Confidential Information, the non-breaching party shall be entitled to seek injunctive relief and all other remedies available at law or in equity. The breaching party shall indemnify and hold harmless the non-breaching party from any and all damages, costs, and expenses (including reasonable attorney's fees) incurred by the non-breaching party as a result of the breach. In addition, any breach of confidentiality by the Customer shall be considered a material breach of this Agreement, and MyPortal Marketing Inc. shall have the right to immediately terminate this Agreement upon written notice to the Customer.
5.3. TERMINATION
5.3.1. Either party may terminate this Agreement for the other’s material breach, other than a payment failure, by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is either a payment failure or is not subject to cure. Without limiting MyPortal’s other rights and remedies, MyPortal may suspend or terminate a User’s access to the System at any time, without notice, if MyPortal reasonably concludes such User has conducted itself in a way that is inconsistent with the requirements of this Agreement or in a way that subjects MyPortal to potential liability.
5.3.2. MyPortal may terminate this Agreement immediately if Customer fails to make payment for the Professional Services provided, and such payment is not remedied within fifteen (15) days of receiving written notice from MyPortal. A "payment failure" shall be defined as a failure by the Customer to pay the Fees owed to MyPortal Marketing Inc. in a timely manner.
5.3.3. If this Agreement is terminated by either party, MyPortal Marketing Inc. shall continue to provide the Professional Services to the Customer during the 30-day "out" period, after which MyPortal Marketing Inc. shall cease providing such services. MyPortal Marketing Inc. shall provide the Customer with any passwords, logins, or other information necessary to continue the marketing services on its own. Upon termination of this Agreement, MyPortal Marketing Inc. shall have no further obligation to provide Professional Services to the Customer and the Customer shall have no further right to use the Professional Services provided by MyPortal Marketing Inc.
6. CUSTOMER TERMINATION AND ASSET RETURN
6.1. In the case the Customer would like to cancel, there must be 30 days written notice. Final payment will be made 30 days after written notice.
6.2. The Customer will retain the logo and domain name after cancellation.
6.3. If applicable; The website will be non-accessible 30 days after written notice. The website is hosted with Duda CMS and AWS web servers. In the case of cancellation, the Customer will receive a .ZIP folder that contains all HTML and CSS code as well as the images and content of the website.
7. LIMITATION OF LIABILITY
7.1. EXCLUSIONS AND CAP. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MYPORTAL MARKETING INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF MYPORTAL MARKETING INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MYPORTAL MARKETING INC.'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO MYPORTAL MARKETING INC. UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
8. INDEMNIFICATION AND ARBITRATION
8.1. The Customer understands and agrees that they are personally responsible for their behaviour on the Site. The Customer agrees to indemnify, defend and hold harmless MyPortal, joint ventures, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your use or misuse of the Site and the Content therein, or any violation by you of these Terms of Use.
8.2. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in accordance with the laws of the Province of Ontario. The arbitration shall be conducted in English by a single arbitrator in accordance with the then-current Arbitration Rules of the ADR Institute of Canada, Inc., or its successor. The arbitration shall be held in Toronto, Ontario, Canada, and the decision of the arbitrator shall be final and binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and expenses and an equal share of the arbitrator's fees and administrative fees of arbitration.
9. GOVERNING LAW AND JURISDICTION
This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflicts of laws principles.
10. PERSONAL GUARANTEE OF CUSTOMER'S PRINCIPAL
In consideration of MyPortal Marketing Inc. entering into this Agreement with Customer, the individual signing this Agreement on behalf of the Customer (the "Guarantor") hereby unconditionally and irrevocably guarantees to MyPortal Marketing Inc. the full and punctual payment and performance of all of the Customer's obligations under this Agreement, including but not limited to the payment of all Fees and any applicable termination fees. The Guarantor acknowledges and agrees that:
This is a guarantee of payment and performance, and not merely a guarantee of collection.
MyPortal Marketing Inc. shall be entitled to enforce this Personal Guarantee against the Guarantor without first taking any action against the Customer.
This Personal Guarantee shall remain in full force and effect until all obligations of the Customer under this Agreement are fully satisfied.
