JURISDICTION-SPECIFIC TERMS APPENDIX

Introduction

This Jurisdiction-Specific Terms Appendix (“Appendix”) supplements the Reply Terms of Service (“Terms of Service”) and applies only where required by applicable law or expressly stated below. Where this Appx A conflicts with the Terms of Service, this Appendix controls solely with respect to the applicable jurisdiction.

  1.  European Union and European Economic Area.
  • Scope. 

Part A applies to customers whose principal place of business is located in a member state of the European Union or the European Economic Area (“EU/EEA”), and to any use of the Services that involves processing of personal data of individuals located in the EU/EEA.

  • Dispute Resolution.

The binding arbitration provision in Section 20.3 of the Terms of Service does not apply to customers who are consumers located in the EU/EEA. EU/EEA consumers may bring claims before the courts of the member state in which they are habitually resident, and may not be required to submit disputes to courts outside their country of residence.

For business customers in the EU/EEA, the dispute resolution provisions of the Terms of Service apply to the maximum extent permitted by applicable law.

Reply does not participate in alternative dispute resolution procedures for consumer disputes except where required by applicable law.

  • Consumer Protection.

Nothing in the Terms of Service limits any rights You may have under applicable EU consumer protection law. To the extent any provision of the Terms of Service conflicts with mandatory consumer protection requirements, the applicable mandatory law controls.

If You are a consumer located in the EU/EEA and You purchase a Subscription online, You may have statutory withdrawal or cancellation rights under applicable law. The availability and scope of those rights depends on Your jurisdiction, the nature of the Services, and whether performance of the Services has begun.

  • Data Protection.

The processing of personal data of individuals located in the EU/EEA is governed by applicable EU and member state privacy and data protection laws, including the General Data Protection Regulation (“GDPR”).

Reply’s processing of Your Data that constitutes personal data under the GDPR is governed by the Data Processing Agreement, which forms part of the agreement between You and Reply. In the event of any conflict between the Terms of Service and the Data Processing Agreement with respect to personal data processing, the Data Processing Agreement controls.

If You use the Services to process personal data of individuals in the EU/EEA on behalf of Your customers or end users, You are responsible for ensuring that You have a lawful basis for such processing and for entering into appropriate data processing or sub-processing arrangements as required by applicable law.

International transfers of personal data from the EU/EEA to countries outside the EU/EEA are governed by the Data Processing Agreement, which incorporates applicable transfer mechanisms where required by law.

  • EU Artificial Intelligence Act.

The EU Artificial Intelligence Act (“EU AI Act”) establishes requirements applicable to certain AI systems and AI-related activities within the EU market. To the extent applicable, Reply may implement transparency, documentation, human review, security, and related compliance measures for AI features within the Services.

You are responsible for ensuring that Your use of AI features within the Services complies with applicable law, including any obligations that may apply to You as a deployer or user of AI systems under the EU AI Act.

  • Communications and Anti-Spam.

Your use of the Services to send commercial electronic communications to recipients in the EU/EEA is subject to applicable EU and member state laws governing privacy, electronic communications, marketing, and data protection.

You are responsible for obtaining and maintaining required consents, maintaining suppression lists, and honoring opt-out and unsubscribe requests in compliance with applicable law.

Additional communications compliance requirements are set forth in the Terms of Service, Acceptable Use Policy, and Mailbox and Domain Services Terms.

2. United Kingdom.

  • Scope.

This Section applies to customers whose principal place of business is located in the United Kingdom, and to any use of the Services that involves processing of personal data of individuals located in the United Kingdom.

  • Dispute Resolution.

The binding arbitration provision in Section 20.3 of the Terms of Service does not apply to customers who are consumers located in the United Kingdom. UK consumers may bring claims before the courts of England and Wales, Scotland, or Northern Ireland, as applicable, and may not be required to submit disputes to arbitration outside the United Kingdom as a condition of purchasing or using the Services.

For business customers in the United Kingdom, the dispute resolution provisions of the Terms of Service apply to the maximum extent permitted by applicable law.

  • Consumer Protection.

Nothing in the Terms of Service limits any rights You may have under applicable UK consumer protection law. To the extent any provision of the Terms of Service conflicts with mandatory consumer protection requirements, the applicable mandatory law controls.

  • Data Protection.

The processing of personal data of individuals located in the United Kingdom is governed by applicable UK privacy and data protection laws, including the UK GDPR and Data Protection Act 2018.

Reply’s processing of Your Data that constitutes personal data under applicable UK law is governed by the Data Processing Agreement, which incorporates applicable transfer mechanisms for personal data transferred outside the United Kingdom where required by law.

  • Communications and Anti-Spam

Your use of the Services to send commercial electronic communications to recipients in the United Kingdom is subject to applicable UK laws governing privacy, electronic communications, and marketing activities.

You are responsible for ensuring that Your communications comply with applicable UK law. Additional communications compliance requirements are set forth in the Terms of Service, Acceptable Use Policy, and Mailbox and Domain Services Terms.

3. Canada.

  • Scope.

This Section applies to customers whose principal place of business is located in Canada, and to any use of the Services involving Canadian recipients, residents, or personal information governed by applicable Canadian law.

  • Dispute Resolution and Consumer Protection.

The arbitration and dispute resolution provisions of the Terms of Service apply to Canadian customers to the maximum extent permitted by applicable law. Certain provincial consumer protection laws may limit the enforceability of mandatory arbitration provisions or class action waivers for consumers. To the extent such mandatory laws apply, the Terms of Service apply subject to those requirements. Nothing in the Terms of Service limits any non-waivable rights or remedies available under applicable Canadian consumer protection law.

  • Communications and Anti-Spam (CASL).

Canada’s Anti-Spam Legislation (“CASL”) imposes requirements on the sending of commercial electronic messages (“CEMs”) to recipients in Canada. CASL may require consent before sending commercial electronic messages and requires accurate sender identification and a functioning unsubscribe mechanism.

You are solely responsible for ensuring that communications sent through the Services comply with CASL, including obtaining and maintaining required consents, honoring unsubscribe requests, and maintaining records necessary to demonstrate compliance.

Additional communications compliance requirements are set forth in the Terms of Service, Acceptable Use Policy, and Mailbox and Domain Services Terms.

  • Privacy and Data Protection.

The processing of personal information of Canadian residents may be subject to the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and applicable provincial privacy laws, including Quebec Law 25 and substantially similar provincial legislation.

You are responsible for ensuring that Your use of the Services complies with applicable Canadian privacy law. Reply’s Privacy Policy and Data Processing Agreement describe Reply’s privacy and data handling practices.

  • Quebec.

If You are located in Quebec or process personal information subject to Quebec law, certain provisions of the Terms of Service may be subject to mandatory requirements under applicable Quebec consumer protection and privacy laws. To the extent required by applicable law, those mandatory provisions control.

4. Australia.

  • Scope.

This Section applies to customers whose principal place of business is located in Australia, and to any use of the Services to send commercial electronic messages to recipients in Australia.

  • Dispute Resolution and Consumer Protection.

Nothing in the Terms of Service limits any rights or remedies You may have under the Australian Consumer Law or other non-waivable provisions of applicable Australian law. To the extent any provision of the Terms of Service conflicts with mandatory Australian consumer protection requirements, the applicable law controls.

The limitation of liability in Section 17 of the Terms of Service does not exclude or restrict Reply’s liability for breach of any consumer guarantee under the Australian Consumer Law to the extent such exclusion is prohibited by law.

  • Communications and Anti-Spam.

Your use of the Services to send commercial electronic messages to recipients in Australia is subject to the Spam Act 2003 (Cth), including requirements relating to consent, sender identification, and unsubscribe functionality.

You are responsible for ensuring that Your communications comply with applicable Australian law. Additional communications compliance requirements are set forth in the Terms of Service, Acceptable Use Policy, and Mailbox and Domain Services Terms.

  • Data Protection.

The processing of personal information of Australian residents is subject to applicable Australian privacy laws, including the Privacy Act 1988 (Cth) and Australian Privacy Principles.

You are responsible for ensuring that Your use of the Services complies with applicable Australian privacy law. Reply’s Privacy Policy and Data Processing Agreement describe Reply’s privacy and data handling practices.

5. United States State-Specific Terms.

  • California.

Nothing in the Terms of Service limits any rights You may have under non-waivable provisions of California, USA law, including applicable consumer protection, privacy, automatic renewal, and electronic communications laws.

If You are a California, USA consumer, automatic renewal terms applicable to Subscriptions are intended to comply with California Automatic Renewal Law (Bus. & Prof. Code §§ 17600 et seq.). You may cancel Your Subscription using the cancellation methods described in the Terms of Service.

To the extent applicable, Reply’s handling of personal information is governed by the Privacy Policy and Data Processing Agreement. California residents may have privacy rights under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA/CPRA”).

  • New York.

Nothing in the Terms of Service limits any rights You may have under non-waivable provisions of New York, USA law relating to consumer protection, privacy, automatic renewal, or electronic communications.

If You are a New York, USA consumer, automatic renewal terms applicable to Subscriptions are intended to comply with applicable New York automatic renewal requirements.

  • Other U.S. Jurisdictions.

Certain U.S. states may provide additional rights relating to privacy, consumer protection, automatic renewal, electronic communications, AI systems, or marketing practices that cannot be waived by contract. To the extent applicable, the Terms of Service apply subject to those mandatory legal requirements.

  1. Other Jurisdictions
  • General

If You are located in, or You send communications to recipients in, a jurisdiction not specifically addressed in this Appendix, the Terms of Service apply without modification except as required by applicable mandatory law that cannot be contractually waived.

You are responsible for identifying and complying with laws and regulations applicable to Your use of the Services in relevant jurisdictions, including laws relating to privacy, data protection, electronic communications, marketing, anti-spam compliance, consumer protection, AI systems, and export controls.

Additional communications compliance requirements are set forth in the Terms of Service, Acceptable Use Policy, and Mailbox and Domain Services Terms.

  • Mandatory Local Law

Nothing in these Terms, including this Appendix, limits any right or remedy You have under non-waivable provisions of applicable law. Where mandatory local law requires modifications to the Terms of Service, those modifications apply only to the minimum extent required by applicable law and only in the relevant jurisdiction.

  • Updates to This Appendix

Reply may update this Appendix from time to time to address new or changed legal requirements in applicable jurisdictions. Updates will be provided in accordance with the notice and amendment provisions of the Terms of Service.

If You have questions about the application of this Appendix to Your jurisdiction, please contact Reply at [email protected].