Terms of Service

Welcome to the Reply service (“Service” or “Services”). These Reply Service Terms (these “Terms”) explain the relationship between Reply (“Reply”, “we” or “us”) and you, when you access and use Reply and its related domains (together, the “Website “) and/or (ii) download, install, use and in some cases purchase Reply’s proprietary email software applications (including all related documentation, updates and upgrades) and any other services offered by Reply Service.

You may use the Services only in accordance with these Terms. We may make changes to these Terms from time to time. When we do, we will revise the “last updated” date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of the Website after such changes have been published to our Services will constitute your acceptance of such revised Terms. We may terminate, suspend, or modify the Services, in general or with respect to you, from time to time without cause or prior notice. We may also delete any content or data from the Services at our discretion.

These terms, together with our privacy policy, form an agreement between you and Reply. By using the Reply Services, you represent to us that you are legally competent to enter into this agreement.

You may use the Services only if you have the legal power and capacity to form a contract with Reply.  If you are using the Reply Services on behalf of your employer, your acceptance of these terms is deemed an agreement between your employer and Reply and you represent and warrant that you have authority to bind your employer to these terms. Reply reserves the right to change these terms and conditions at any time. The date of this agreement’s last update shall be displayed at the top of this agreement. continued use of the sales beach services is deemed your conclusive acceptance of any changes to these terms. if you do not agree to these terms, you are not permitted to use the sales beach services.

You may not access the Reply Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Reply Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Your Data

“Your Data” means any data and content stored or transmitted via the Services by or on behalf of you or your end users (which may include data you elect to import from third party services you use). This includes messages you send, files you upload, comments on files, and anything else you enter or upload into Reply.

In order to use our Reply Services you must link a 3rd party email account to your Reply Services account and we require that you grant us certain rights with respect to Your Data. Fore example, with your permission (which you are granting by using the Services), the Reply Service’s software will obtain access to your email account in order for you to being able to send emails via Reply Service and Service to check for replies on emails you sent. You retain full ownership to Your Data. We do not claim any ownership to any of it.

As well we need to be able to transmit, store and copy Your Data in order to display it to you and your teammates, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Microsoft Azure Services) in the operation and administration of the service and the rights granted to us are extended to these third parties to the degree necessary in order for the service to be provided.

You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others. You will be responsible for your users’ compliance with these Terms and will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use.

You acknowledge that Reply has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.

Your Reply Account

You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your account. You must immediately notify Reply of any unauthorized uses of your account or any other breaches of security. You are not allowed to send spam messages via Reply Services. Reply will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. Reply is passing all liability for any spam or other lawsuits that could occur as a result of your activity within Reply Services to you.

You will use the Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the Services. You agree that you will not use the Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights.

You hereby warrant, represent and agree that:

1. The Service may not be used for the sending of unsolicited commercial email  (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act – sometimes called “spam”).

2. You acknowledge that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 (the “Act”) and any rules adopted under the Act) of any email message sent by you using the Service.

3.  The Service may only be used for lawful purposes.

4. You agree you will not access or otherwise use third party mailing lists or otherwise prepare or distribute mass unsolicited commercial email (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act), in connection with the Service. You will import, access or otherwise use only lists for which all listed parties have consented to receive correspondence from you in connection with your use of the Service.

5. You acknowledge and agree that not all email messages sent through use of the Service will be received by their intended recipients.

6. The “from” line of any email message sent by you using the Service will accurately and in a non-deceptive manner identify your organization, your product or your service.

7. The “subject” line of any email message sent by you using the Service will not contain any deceptive or misleading content regarding the overall subject matter of the email message.

8. You will include in any email message sent by you using the Products your valid physical address, if required by law, which may be a valid post office box meeting the registration requirements established by the United States Postal Service.

9. The Service may not be used for hosting content, including images and documents, that knowingly infringes on the intellectual property rights of others, including copyright, trademark and patent infringement, or that includes any obscene or libelous material or other material that violates any applicable law or regulation.

You are solely responsible for all activities that occur in Your account(s) and for the security of all of Your and passwords. Notwithstanding anything to the contrary herein, Reply has no liability of any kind (whether by contract, tort or otherwise) for any unauthorized access to your or your users’ accounts as a result of your actions or inaction’s.

Sharing Your Data and Your Privacy

Subject to the limited exceptions specified in our Privacy Policy, until you choose otherwise, all of Your Data remains visible only to you. However, the Services do allow you to share Your Data with others. If you choose to share Your Data, we cannot be responsible for what those other users do with Your Data, so please carefully consider what you share and with whom you share it.

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data as described in our Privacy Policy. We do not guarantee that Your Data will be free from loss, theft, misuse, or unauthorized access, disclosure, alteration or destruction. You acknowledge that it is your responsibility to use a secure encrypted connection if you wish to protect Your Data when you are transmitting it to us and to keep your own backup copies of Your Data. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the Reply Services when you are not using them.

Disclaimer of Warranties

Your use of the services and the service content is at your sole risk. the services and the service content each are provided on an “as is” and “as available” basis. We and our suppliers and licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchant ability, fitness for a particular purpose, title, and non-infringement. We do not guarantee the accuracy, completeness, or usefulness of the services or any service content, and you rely on the services and service content at your own risk. Any material that you access or obtain through our services is done at your own discretion and risk and you will be solely responsible for any damage to your computer or loss of data that results from the download of any material through our services. No advice or information, whether oral or written, obtained by you from us or through or from our services will create any warranty not expressly stated in this agreement. Some states may prohibit a disclaimer of warranties and you may have other rights that vary from state to state.

Your Responsibilities

Information and content accessible through the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share any information or content unless you have the right to do so. You, not the Reply, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service, or use the Service to spam others.

You, and not Reply, are responsible for maintaining and protecting all of Your Data. Reply will not be liable for any loss or corruption of Your Data, or for any costs, fees, or expenses associated with backing up or restoring your Data.

If any information related to your account changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 18 years of age. By agreeing to these Terms, you are representing to us that you are over 18.

You will not engage in activity that would cause Reply to violate any of these laws and regulations, and you agree that you will indemnify Reply for any fines, penalties or other liabilities incurred by Reply for your failure to comply with these provisions.

You shall pay all fees for the Reply Services as specified in the billing section of the Reply Services, or Order Form, if applicable. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever. You are responsible for paying all taxes associated with your purchases. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.

Copyright Infringement and DMCA Policy

If you believe that material located on or linked to by Reply violates your copyright, you are encouraged to notify Reply in accordance with DMCA Policy.

Cancelling Your Account

You can stop using our Services at any time and we reserve the right to suspend or end the Services to you in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind. Without limitation, we may suspend or terminate your use if you are not complying with these Terms, or if you use the Services in any way that may cause us legal liability or disrupt others’ use of the Reply Services or damage to our business or reputation, or for any other reason. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend or terminate your account and access to the Reply Services immediately. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to Your Data that is stored with the Service.

Indemnification

You shall indemnify, defend and hold harmless the Reply parties from any and all third party claims and related losses, liability, damages and/or costs (including attorneys’ fees and costs) arising from (i) any Content, (ii) your use of the Services, or (iii) breach by you or your Content of any Law or this Agreement. We shall indemnify, defend and hold you harmless from any and all third party claims and related losses, liability, damages and/or costs (including attorneys’ fees and costs) arising from an allegation that the Reply Services infringes or misappropriates any third party intellectual property right.

Limitation of Liability

To the fullest extent permitted by law, in no event will Reply, alpha flexi sarl or either of their subsidiaries, affiliates, officers, employees, agents, suppliers or licensors be liable for (a) any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not Reply has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose; (b) aggregate liability for all claims relating to the services more than the greater of $20 or the amounts paid by you to Reply for the past three months of the services in question.

Miscellaneous

This Agreement constitutes the entire agreement between Reply and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Reply, or by the posting by Reply of a revised version.

Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of British Columbia, Canada, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and provisional courts located in Vancouver, Canada. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Vancouver, Canada, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

You may not assign your rights under this Agreement to any other party without Reply’s express written consent; Reply may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Reply Anti-Spam Requirements

As an email service provider we take spam law seriously, not only for our sake, but for yours as well. Spam negatively impacts deliverability rates, and we want to make sure your emails reach their intended recipients as often as possible. We have some very strict rules that must be adhered to in all countries, but you may find that your country has additional requirements.

Below you will find a list (conveniently ordered alphabetically) of countries with specific anti-spam legislation as well as our over-all rules to help maintain platform integrity.

Requirements for All Reply Campaigns

1. You must agree to our Terms of Service.

2. We recommend including opt-out link into your email templates and outreach campaigns for audiences you haven’t contacted previously.

3. You must include your contact information inside every email promotion* that you send, including a physical mailing address or PO Box where you can receive mail. (Not a website or email address.)

* An email promotion is usually a broadcast with low ratio of text to image area offering discounts or other incentives to purchase a product or service, or to subscribe, register, download or perform some other action intended to drive revenue for the vendor.

4. Your contact information and subject line must be 100% accurate.

5. If you regularly use an integrated service or CRM platform, you need to abide by their terms of use, in addition to our own.

6. It is strongly recommended that your emails comply with the US CAN-SPAM Act. If you break the rules, you could be liable for hundreds of dollars for each recipient that you sent non-compliant messages to.

7. In addition to CAN-SPAM rules, you must comply with the anti-spam laws of the countries your recipients live in. So if you’re sending to EU residents and US residents, check the EU spam laws to make sure you’re also EU compliant.

International Requirements By Country

Here are links to the Anti-Spam legislation in countries outside of the US:

Australia

Spam Act 2003, Act No. 129 of 2003 as amended.

Austria

Telecommunications Act 2003.

Belgium

Commission de la protection de la vie privée, Le spam en Belgique Etat des lieux en juillet 2003, July 4, 2003.

Canada

Canada’s Anti-Spam Legislation (CASL).

China

Measures for Administration of E-Mail Service on Internet (2006)
(Unofficial English Translation).

Cyprus

Section 06 of the Regulation of Electronic Communications and Postal Services Law of 2004 (Law 12 (I) / 2004 deals with unsolicited communications (spam).

Czech Republic

Act No. 480/2004 Coll., on Certain Information Society Services.

Estonia

Information Society Service Act.

EU

Article 13 of DIRECTIVE 2002/58/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 12 July 2002
The EU body that addresses spam is The Contact Network of Spam Enforcement Authorities (CNSA).
The Directive is implemented by each member state independently so you will want to check with your particular country law for specific details.

France

CNIL Guidelines on email marketing.

Germany

Art. 7 German Unfair Competition Law (Gesetz gegen Unlauteren Wettbewerb) (UWG)
Art. 202a, 263, 303a, 303b of the German Criminal Code Art. 6 of the German Law regarding Information Society Services Art. 28 Par. 4 of the German Data Protection Act.

India

Information Technology Act of 2000.

Italy

Italy’s anti-spam laws are some of the strictest, even to the point of potential imprisonment for sending spam. If you’re sending to Italian recipients, follow these guidelines to the letter.
Personal Data Protection Code (legislative decree no. 196/2003)
DL 196/2003 Personal Data Protection Code.

Netherlands

Dutch law requires very explicit permission and heavily protects data and privacy.

New Zealand

The Unsolicited Electronic Messages Act 2007. The Department of Internal Affairs provides detailed guidelines on the anti-spam laws.

South Africa

Regulation of Spam in South Africa – South African Law.

Sweden

Swedish Marketing Act (Swedish Code of Statutes, SFS 1995:450).
Personal Data Act (Swedish Code of Statutes, SFS 1998:204), in so far as spam activities involve processing of personal data.

UK

The Privacy and Electronic Communications (EC Directive) Regulations.

If you are sending to a country not on this list, please inform our support and they will look into updating this page.

If any of the preceding requirements is not met we reserve the right to suspend any campaign or account without warning.