Mailbox and Domain Services Terms

1.Scope and Applicability

These Mailbox and Domain Services Terms (“Mailbox Terms”) apply to You if You purchase, activate, or use any email mailbox provisioning, email domain registration, or related email infrastructure services (“Infrastructure Services”) made available through the Reply platform.

These Mailbox Terms supplement and form part of the Reply.io Terms of Service (“General Terms”). By purchasing or activating Infrastructure Services, You confirm that You have read and agree to these Mailbox Terms in addition to the General Terms and all other applicable policies. Capitalized terms used but not defined in these Mailbox Terms have the meanings given to them in the General Terms.

These Mailbox Terms control with respect to Infrastructure Services to the extent they conflict with the General Terms. In all other respects, the General Terms apply.

2. Third-Party Infrastructure Provider

Provider Relationship.

Infrastructure Services are provisioned and fulfilled by one or more third-party providers (“Infrastructure Provider“). Reply acts as an intermediary and does not itself own, operate, or control the underlying email infrastructure, Google Workspace licenses, Microsoft 365 licenses, or domain registration systems. The identity of the Infrastructure Provider is confidential and Reply is generally not required to disclose it, except where required by applicable law or reasonably necessary to provide the Infrastructure Services.

Upstream Dependencies.

Infrastructure Services depend on agreements between the Infrastructure Provider and its own upstream suppliers, licensors, and service providers, including Google LLC, Microsoft Corporation, and domain registrars. Reply makes no representations or warranties regarding the validity, continuity, or compliance of the Infrastructure Provider’s upstream arrangements.

No Warranty on Upstream Compliance.

YOU ACKNOWLEDGE THAT REPLY DOES NOT CONTROL AND MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TERMS UNDER WHICH THE INFRASTRUCTURE PROVIDER SOURCES GOOGLE WORKSPACE LICENSES, MICROSOFT 365 LICENSES, OR DOMAIN REGISTRATION SERVICES, INCLUDING WITHOUT LIMITATION THE APPLICABLE PRICING TIER, GEOGRAPHIC ELIGIBILITY, OR RESELLER AUTHORIZATION STATUS OF THE INFRASTRUCTURE PROVIDER OR ANY OF ITS UPSTREAM SUPPLIERS.

Upstream Termination Risk.

In the event that any upstream supplier terminates, suspends, or materially modifies its relationship with the Infrastructure Provider — including Google terminating an upstream reseller’s authorization — all Infrastructure Services provisioned under that relationship may be suspended or terminated with limited or no advance notice to You. Reply will use commercially reasonable efforts to notify You of such an event as promptly as practicable but assumes no liability for any loss, damage, or expense arising from upstream termination or suspension.

3. Domain Ownership and Transfer

Domains registered through Infrastructure Services are registered in Your name or for Your benefit, as applicable. Reply does not claim ownership of any domain registered on Your behalf.

Registrar Terms.

Domain registration is subject to the terms of the applicable domain registrar, ICANN’s Registration Accreditation Agreement, the relevant registry’s terms, and any country-code registry requirements. By registering a domain through Reply, You agree to comply with all such terms. Reply will make the applicable registrar’s terms available to You upon request.

Domain Transfer.

You have the right to transfer Your registered domain to another accredited registrar, subject to the following conditions:

(a) ICANN’s 60-day inter-registrar transfer lock period from the date of initial registration or most recent registrar-level transfer;

(b) all email mailboxes associated with the domain must be in an inactive or terminated state before a transfer may be initiated — You must deactivate or terminate associated mailboxes before requesting a domain transfer;

(d) any transfer fees are borne entirely by You.

Reply will initiate the domain transfer process within a commercially reasonable time following Your request, subject to satisfaction of the conditions above. Processing typically occurs within ten (10) business days from the date all conditions are satisfied, though this may vary depending on registrar processing times and other factors outside Reply’s control. Domains participating in active pre-warming or managed deliverability programs may not be eligible for immediate transfer until those services are completed or terminated.

4. Email Mailbox Services

Nature of the Service.

Email mailboxes provisioned through Reply are provided under a reseller arrangement with the Infrastructure Provider, which in turn operates under agreements with upstream suppliers including Google LLC and Microsoft Corporation. Mailboxes made available to You are Google Workspace or Microsoft 365 accounts provisioned under the Infrastructure Provider’s reseller account, as applicable.

Non-Transferability.

Mailboxes provisioned through Reply are tied to the Infrastructure Provider’s reseller environment and are not intended to be portable to independent Google Workspace, Microsoft 365, or other standalone provider accounts. In many cases, mailbox identities, configurations, or subscriptions may not be transferable outside the reseller environment or may require migration to a newly established environment.

If Reply’s relationship with the Infrastructure Provider terminates, or if the Infrastructure Provider ceases operations or loses required upstream access, provisioned mailboxes may be suspended or deactivated and continued use outside the Reply ecosystem may not be possible without migration to a separate environment. By purchasing Infrastructure Services, You acknowledge and accept these operational limitations and risks.

Platform Dependency.

Suspension, deactivation, restriction, or termination of provisioned mailboxes, domains, or other Infrastructure Services by an upstream provider or domain registrar is not a basis for refund of paid Subscription fees. Your sole remedy is the issuance, where commercially feasible, of replacement Infrastructure Services from an alternative provider.

Access to Your provisioned mailboxes is contingent on: (a) Your Reply subscription remaining active and in good standing; (b) the Infrastructure Provider’s services remaining operational; (c) the upstream reseller chain, including the relevant platform provider’s authorization of the upstream reseller, remaining intact; and (d) Your compliance with all applicable platform provider acceptable use policies and these Mailbox Terms.

Acceptable Use.

Your use of provisioned mailboxes must comply at all times with Google Workspace acceptable use policies and any other applicable platform provider policies, as updated from time to time. You are solely responsible for ensuring that Your use does not violate applicable platform policies. Violations may result in the platform provider suspending or terminating Your mailbox without notice to Reply.

Administrator Access.

You acknowledge that the Infrastructure Provider and Reply may retain technical administrator access to the platform environment within which Your mailbox is provisioned. This administrator access is maintained for legitimate operational purposes, including provisioning, maintenance, troubleshooting, security, compliance, and billing administration.

Neither Reply nor the Infrastructure Provider will intentionally access, read, copy, or use the content of Your mailbox except as reasonably necessary to provide requested support, maintain or secure the Services, investigate abuse or security issues, comply with applicable law, or enforce applicable agreements and policies.

Credential Security and Authentication.

You are solely responsible for the security of all credentials — usernames, passwords, OAuth tokens, and application passwords — used to access Your mailboxes. Reply recommends use of OAuth 2.0 where supported by Your email client or application; use of direct password credentials is at Your own risk.

Accessing mailboxes from multiple IP addresses or geographic locations simultaneously may trigger security verification requirements imposed by the platform provider, including phone-based two-factor authentication. Reply may charge reasonable pass-through fees associated with phone verification or other provider-imposed authentication requirements, which will be disclosed at or before the time of charge. Reply is not liable for any mailbox suspension, data loss, or service interruption caused by security verification requirements, IP-based access restrictions, or credential compromise.

Suspension by Platform Provider.

The platform provider may suspend or terminate any mailbox provisioned through Infrastructure Services if it determines that the mailbox has been used in violation of its acceptable use policies, including violations related to spam, phishing, malware, or other prohibited activity. You are responsible for any such violation arising from Your use of the Infrastructure Services or the actions of Your users. Reply assumes no liability for the suspension or termination of mailboxes by the platform provider or the Infrastructure Provider arising from Your actions or those of Your users.

5. Anti-Spam and Email Compliance.

You represent and warrant that all email campaigns sent using mailboxes provisioned through Reply comply with all applicable law and platform requirements, including:

(a) the CAN-SPAM Act (United States);

(b) Canada’s Anti-Spam Legislation (CASL);

(d) Google’s Bulk Sender Guidelines, which are mandatory for senders of five thousand (5,000) or more emails per day to Gmail recipients; and

(e) all other applicable jurisdiction-specific email marketing and anti-spam laws.

You must maintain acceptable sender reputation and spam complaint levels consistent with applicable mailbox provider requirements and industry standards, as further described in the Acceptable Use Policy. Excessive spam complaints or failure to comply with provider standards may result in deliverability degradation or mailbox suspension by the platform provider, independently of any action by Reply. You are responsible for monitoring Your sender reputation and taking corrective action promptly.

All emails sent through provisioned mailboxes must include a clear and functional unsubscribe mechanism compliant with applicable law. Additional anti-spam and communications compliance requirements are set forth in the Terms of Service, the Acceptable Use Policy, and the Jurisdiction-Specific Terms Appendix.

Opt-Out Mechanism.

You must include a clear, conspicuous, and functional opt-out or unsubscribe mechanism in all commercial, promotional, and outreach campaigns sent through the Services, including cold outreach campaigns.

You must honor opt-out and unsubscribe requests promptly and within the time periods required by applicable law.

Sender Identification.

Each commercial or promotional message You send must accurately identify You or Your business and include valid sender identification information, including a valid physical mailing address or PO Box capable of receiving mail. An email address or website URL alone does not satisfy this requirement.

Accurate Headers and Subject Lines.

All sender information, routing information, header information, and subject lines must be accurate, complete, and non-deceptive.

You may not use false or misleading sender names, domains, routing information, or subject lines, or otherwise misrepresent the origin, purpose, or nature of any communication.

Lawful Contact Lists.

You may only send communications to recipients for whom You have a lawful basis under applicable law. You may not use purchased, rented, harvested, scraped, or otherwise unlawfully obtained contact lists. You are responsible for maintaining suppression lists and honoring prior opt-out and unsubscribe requests across all campaigns and communications.

Mailbox Provider Requirements.

If You use the Services to send high-volume campaigns to Gmail or other mailbox providers, Your campaigns must comply with applicable mailbox provider requirements and sender guidelines, including authentication, unsubscribe, sender reputation, and deliverability requirements.

You are responsible for monitoring spam complaints, sender reputation, authentication requirements, and deliverability metrics associated with Your campaigns. Excessive spam complaints, poor sender reputation, or failure to comply with mailbox provider requirements may result in deliverability degradation, mailbox restrictions, or account suspension by mailbox providers independently of any action by Reply. Additional spam rate and deliverability standards may be set forth in the Acceptable Use Policy or other service-specific requirements.

Reply may suspend or restrict sending activity if Your campaigns create deliverability, operational, reputational, or compliance risk to the Services or other users.

Prohibited Practices.

You may not use the Services to:

send spam or unlawful unsolicited communications;
use deceptive or misleading sender identities, domains, or subject lines;
evade unsubscribe requests or suppression requirements;
use purchased, rented, harvested, scraped, or unlawfully obtained contact lists;
rotate domains, mailboxes, accounts, or infrastructure to avoid enforcement or spam filtering;
impersonate individuals or businesses, including through deceptive AI-generated content;
generate deceptive testimonials or fabricated endorsements;
misrepresent human involvement in communications;
conceal sender identity or routing information;
bypass platform restrictions or third-party provider requirements; or
otherwise engage in misleading, fraudulent, abusive, or deceptive communications practices.

6. Indemnification.

In addition to Your indemnification obligations under the Terms of Service, You will defend, indemnify, and hold harmless Reply, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Your use of the Infrastructure Services, Your violation of any platform provider acceptable use policy or upstream provider terms, spam complaints, phishing, malware, or other prohibited email activity conducted through provisioned mailboxes, Your failure to comply with applicable anti-spam, email marketing, privacy, or data protection laws, claims by Your end users arising from Your resale or sub-provision of Infrastructure Services where permitted, or unauthorized access to mailboxes resulting from Your credential management practices or security configurations, except to the extent caused by Reply’s negligence or breach of these Mailbox Terms.

7. White-Label and Agency Reseller Terms.

Permitted Resale.

If Your Reply plan expressly permits white-label use or agency resale of Infrastructure Services, You may make provisioned mailbox and domain functionality available to Your own clients (“Sub-Customers”), subject to the following conditions:

You must ensure that each Sub-Customer is bound by terms no less restrictive than these Mailbox Terms, including the non-transferability disclosure, acceptable use requirements, and the limitation of liability in the Terms of Service.
You are solely responsible for all obligations arising from Sub-Customer use, including compliance, support, billing, and data protection.
You may not represent to Sub-Customers that their mailboxes are provisioned directly by Google, Microsoft, or Reply, or make any representations about the nature of the underlying provider relationship that are materially inaccurate.
Sub-Customers may not further sub-license, resell, or distribute access to Infrastructure Services to additional tiers without Reply’s prior written consent.

Liability for Sub-Customer Actions.

You are liable to Reply for any violation of these Mailbox Terms by Your Sub-Customers to the same extent as if You had committed the violation directly.

8. General Provisions.

These Mailbox Terms are incorporated into and form part of the Terms of Service. To the extent these Mailbox Terms conflict with the Terms of Service with respect to Infrastructure Services, these Mailbox Terms control. The severability, waiver, assignment, and other general provisions of the Terms of Service apply to these Mailbox Terms.

Reply may modify these Mailbox Terms from time to time. Material changes will be communicated in accordance with the notice and amendment provisions of Section 2 (Changes to These Terms or the Services) of the Terms of Service. Continued use of Infrastructure Services after changes take effect constitutes acceptance of the modified Mailbox Terms.

Questions regarding these Mailbox Terms may be directed to [email protected].